sv4

/s/ Thomas A. Mc Cue

Name: Thomas A. McCue

Title: Authorized Person

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CAoe7ha13rSHbPAVT+g2tcaXxR19mcUVxmV4oVeLW1Ud7AaBmDA9OFvEckpZqxSQ +eQZWOiY/dGos0zdBOnFsA== 0000950137-08-005416.txt : 20080415 0000950137-08-005416.hdr.sgml : 20080415 20080415172625 ACCESSION NUMBER: 0000950137-08-005416 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 73 FILED AS OF DATE: 20080415 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ArcelorMittal Finance LLC CENTRAL INDEX KEY: 0001432231 IRS NUMBER: 770718732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-02 FILM NUMBER: 08758208 BUSINESS ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-899-3400 MAIL ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Georgetown Inc. CENTRAL INDEX KEY: 0001301118 IRS NUMBER: 201268535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-03 FILM NUMBER: 08758209 BUSINESS ADDRESS: STREET 1: 4020 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: 330-659-9100 MAIL ADDRESS: STREET 1: 4020 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tow Path Valley Business Park Development CO CENTRAL INDEX KEY: 0001291793 IRS NUMBER: 352203344 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-04 FILM NUMBER: 08758211 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Weirton Inc. CENTRAL INDEX KEY: 0001291787 IRS NUMBER: 562435202 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-07 FILM NUMBER: 08758214 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Hibbing Inc. CENTRAL INDEX KEY: 0001291760 IRS NUMBER: 371464981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-17 FILM NUMBER: 08758224 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Columbus Coatings LLC CENTRAL INDEX KEY: 0001291757 IRS NUMBER: 200653817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-19 FILM NUMBER: 08758226 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Real Estate Inc. CENTRAL INDEX KEY: 0001291776 IRS NUMBER: 760729176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-11 FILM NUMBER: 08758218 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Plate LLC CENTRAL INDEX KEY: 0001291774 IRS NUMBER: 200653500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-13 FILM NUMBER: 08758220 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Indiana Harbor Inc. CENTRAL INDEX KEY: 0001291767 IRS NUMBER: 043631839 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-15 FILM NUMBER: 08758222 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Hennepin Inc. CENTRAL INDEX KEY: 0001291759 IRS NUMBER: 010649751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-18 FILM NUMBER: 08758225 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Cleveland Inc. CENTRAL INDEX KEY: 0001291749 IRS NUMBER: 043634649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-20 FILM NUMBER: 08758227 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Aquisition Inc. CENTRAL INDEX KEY: 0001291746 IRS NUMBER: 043742731 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-22 FILM NUMBER: 08758229 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ArcelorMittal USA Partnership CENTRAL INDEX KEY: 0001431797 IRS NUMBER: 113838998 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-27 FILM NUMBER: 08758234 BUSINESS ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-899-3400 MAIL ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ArcelorMittal Financial Services LLC CENTRAL INDEX KEY: 0001432232 IRS NUMBER: 261604648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264 FILM NUMBER: 08758210 BUSINESS ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-899-3400 MAIL ADDRESS: STREET 1: 1 SOUTH DEARBORN STREET 2: 19TH FLOOR CITY: CHICAGO STATE: IL ZIP: 60603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Warren Inc. CENTRAL INDEX KEY: 0001291788 IRS NUMBER: 020573111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-06 FILM NUMBER: 08758213 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Steelton LLC CENTRAL INDEX KEY: 0001291783 IRS NUMBER: 200653772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-08 FILM NUMBER: 08758215 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Lackawanna LLC CENTRAL INDEX KEY: 0001291770 IRS NUMBER: 200653717 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-14 FILM NUMBER: 08758221 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Burns Harbor LLC CENTRAL INDEX KEY: 0001291747 IRS NUMBER: 200653414 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-21 FILM NUMBER: 08758228 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Incoal CO CENTRAL INDEX KEY: 0001289891 IRS NUMBER: 362744563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-25 FILM NUMBER: 08758232 BUSINESS ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 BUSINESS PHONE: 219-399-1200 MAIL ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Venture Inc. CENTRAL INDEX KEY: 0001291789 IRS NUMBER: 760729180 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-05 FILM NUMBER: 08758212 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ispat Inland Mining Co CENTRAL INDEX KEY: 0001289896 IRS NUMBER: 362814042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-23 FILM NUMBER: 08758230 BUSINESS ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 BUSINESS PHONE: 219-399-1200 MAIL ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hibbing Taconite Holding Inc. CENTRAL INDEX KEY: 0001291762 IRS NUMBER: 232125944 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-16 FILM NUMBER: 08758223 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Burnham Trucking CO CENTRAL INDEX KEY: 0001289796 IRS NUMBER: 391328680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-26 FILM NUMBER: 08758233 BUSINESS ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 BUSINESS PHONE: 219-399-1200 MAIL ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Riverdale Inc. CENTRAL INDEX KEY: 0001291777 IRS NUMBER: 743062732 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-10 FILM NUMBER: 08758217 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Sparrows Point LLC CENTRAL INDEX KEY: 0001291780 IRS NUMBER: 200653633 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-09 FILM NUMBER: 08758216 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 3222193 Nova Scotia CO CENTRAL INDEX KEY: 0001432230 IRS NUMBER: 980576532 STATE OF INCORPORATION: A5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-24 FILM NUMBER: 08758231 BUSINESS ADDRESS: STREET 1: 4000, ROUTE DES ACI?RIES CITY: CONTRECOEUR STATE: A8 ZIP: J0L 1C0 BUSINESS PHONE: 450-587-8600 MAIL ADDRESS: STREET 1: 4000, ROUTE DES ACI?RIES CITY: CONTRECOEUR STATE: A8 ZIP: J0L 1C0 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISG Railways Inc. CENTRAL INDEX KEY: 0001291775 IRS NUMBER: 562348283 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-12 FILM NUMBER: 08758219 BUSINESS ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 BUSINESS PHONE: (330) 659-9100 MAIL ADDRESS: STREET 1: 3250 INTERSTATE DRIVE CITY: RICHFIELD STATE: OH ZIP: 44286 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ispat Inland Service Corp. CENTRAL INDEX KEY: 0001289892 IRS NUMBER: 363260991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-28 FILM NUMBER: 08758235 BUSINESS ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 BUSINESS PHONE: 219-399-1200 MAIL ADDRESS: STREET 1: 3210 WATLING STREET CITY: EAST CHICAGO STATE: IN ZIP: 46312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Mittal Steel USA Inc. CENTRAL INDEX KEY: 0001231868 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 710871875 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150264-01 FILM NUMBER: 08758207 BUSINESS ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9000 BUSINESS PHONE: 3306599100 MAIL ADDRESS: STREET 1: 4020 KINROSS LAKES PARKWAY CITY: RICHFIELD STATE: OH ZIP: 44286-9000 FORMER COMPANY: FORMER CONFORMED NAME: Mittal Steel USA ISG Inc DATE OF NAME CHANGE: 20050421 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL STEEL GROUP INC DATE OF NAME CHANGE: 20030509 S-4 1 c23051asv4.htm REGISTRATION STATEMENT sv4

As filed with the Securities and Exchange Commission on April 15, 2008
Registration No. 333

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-4* AND F-4*

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

ARCELORMITTAL FINANCIAL SERVICES LLC

(Exact Name of Registrant as Specified in its Charter)

(For Co-registrants, Please See Co-Registrant Information on the Following Page)


Delaware	5051	26-1604648
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

1 S. Dearborn, 19th Floor
Chicago, Illinois 60603
(312) 899-3400
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant’s Principal Executive Offices)

Marc Jeske, Esq.
ArcelorMittal USA Inc.
1 S. Dearborn, 19th Floor
Chicago, Illinois 60603
(312) 899-3400
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
With a copy to:


Philip J. Niehoff Sterling M. Dorish Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 Telephone No.: (312) 782-0600		David C. Lopez, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 Telephone No.: (212) 225-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer þ Smaller reporting company o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Title of each Class of Securities to

Amount to be

Offering Price

Aggregate

Amount of

be Registered

registered

Per Unit(1)

Offering Price(1)

Registration Fee

9 ³/4% Senior Secured Notes due 2014

422,500,000

100%

422,500,000

$ 16,604

Guarantees

N/A

(2)

Total

422,500,000

100%

422,500,000

$ 16,604


(1)		Calculated based on the book value of the securities in accordance with Rule 457(f)(2) under the Securities Act.

(2)		Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is payable in respect of the guarantees.

The co-registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the co-registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

CO-REGISTRANT INFORMATION

Primary

Standard

State or Other

Industrial

I.R.S.

Jurisdiction of

Address and Telephone

Classification

Employer

Incorporation

Number of Principal

Code

Identification

Name of Co-Registrant

or Formation

Executive Office

Number

ArcelorMittal

Luxembourg

19 Avenue de la Liberté

3312

N/A

L-2930 Luxembourg

Grand Duchy of

Luxembourg

+352 4792-2414

ArcelorMittal USA Inc.

Delaware

1 S. Dearborn, 19th Floor

3312

71-0871875

Chicago, IL 60603

+1 312 899-3400

Burnham Trucking Company, Inc.

Delaware

1 S. Dearborn, 19th Floor

4212

39-1328680

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal USA Incoal Inc.

Delaware

1 S. Dearborn, 19th Floor

8611

36-2744563

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Minorca Mine Inc.

Delaware

5950 Old Hwy. 53

1011

36-2814042

Virginia, MN 55792

+1 218 749-5912

ArcelorMittal Service Inc.

Delaware

1 S. Dearborn, 19th Floor

3312

36-3260991

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Cleveland Inc.

Delaware

3060 Eggers Road

3310

04-3634649

Cleveland, OH 44105

+1 216 429-6000

ArcelorMittal Weirton Inc.

Delaware

400 Three Springs Drive

3310

56-2435202

Weirton, WV 26062

+1 304 797-2000

ArcelorMittal Hennepin Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

01-0649751

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Indiana Harbor LLC

Delaware

1 S. Dearborn, 19th Floor

3310

04-3631839

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Warren Inc.

Delaware

2234 Main Avenue S.W.

3310

02-0573111

Warren, OH 44481

+1 330 841-2850

ArcelorMittal Riverdale Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

74-3062732

Chicago, IL 60603

+1 312 899-3400

Primary

Standard

State or Other

Industrial

I.R.S.

Jurisdiction of

Address and Telephone

Classification

Employer

Incorporation

Number of Principal

Code

Identification

Name of Co-Registrant

or Formation

Executive Office

Number

Mittal Steel USA — Venture Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

76-0729180

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Plate LLC

Delaware

139 Modena Road

3310

20-0653500

Coatesville, PA 19320

+1 610 283-3630

ISG Sparrows Point LLC

Delaware

5111 North Point Road

3310

20-0653633

Sparrows Point, MD 21219

+1 410 388-3000

ArcelorMittal Steelton LLC

Delaware

1 S. Dearborn, 19th Floor

3310

20-0653772

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Lackawanna LLC

Delaware

3175 Lakeshore Road

3310

20-0653717

Blasdell, NY 14219

+1 716 821-2543

ArcelorMittal Burns Harbor LLC

Delaware

250 West US Highway 12

3310

20-0653414

Burns Harbor, IN 46304

+1 219 787-2120

ArcelorMittal Columbus LLC

Delaware

1800 Watkins Road

3310

01-0807137

Columbus, OH 43207

+1 614 492-8287

ArcelorMittal Georgetown Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

20-1268535

Chicago, IL 60603

+1 312 899-3400

Mittal Steel USA — Railways Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

56-2348283

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Hibbing Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

37-1464981

Chicago, IL 60603

+1 312 899-3400

Hibbing Taconite Holding Inc.

Minnesota

1 S. Dearborn, 19th Floor

3310

23-2125944

Chicago, IL 60603

+1 312 899-3400

ISG Acquisition Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

04-3742731

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Real Estate Inc.

Delaware

1 S. Dearborn, 19th Floor

3310

76-0729176

Chicago, IL 60603

+1 312 899-3400

ArcelorMittal Tow Path Valley

Delaware

1 S. Dearborn, 19th Floor

3310

35-2203344

Business Park Development

Chicago, IL 60603

Company

+1 312 899-3400

Primary

Standard

State or Other

Industrial

I.R.S.

Jurisdiction of

Address and Telephone

Classification

Employer

Incorporation

Number of Principal

Code

Identification

Name of Co-Registrant

or Formation

Executive Office

Number

ArcelorMittal Finance LLC

Delaware

1 S. Dearborn, 19th Floor

5051

77-0718732

Chicago, IL 60603

+1 312 899-3400

3222193 Nova Scotia Company

Canada

4000, route des Aciéries

5051

98-0576532

Contrecoeur (Québec)

J0L 1C0

Canada

+1 450 587-8600

ArcelorMittal USA Partnership

Delaware

1 S. Dearborn, 19th Floor

5051

11-3838998

Chicago, IL 60603

+1 312 899-3400


*		This registration statement comprises a filing on Form F-4 with respect to the securities of the non-U.S. registrants and a filing on Form S-4 with respect to the securities of the U.S. registrants.

The information contained in this consent solicitation statement and prospectus is not complete and may be changed. We may not sell the securities offered by this consent solicitation statement and prospectus until the registration statement filed with the securities and exchange commission is effective.

SUBJECT TO COMPLETION DATED APRIL 15, 2008

CONSENT SOLICITATION STATEMENT AND PROSPECTUS

ARCELORMITTAL FINANCIAL SERVICES LLC
Solicitation of Consents to Amendments to Indenture in Respect of $422,500,000 Aggregate Principal Amount Outstanding of its
9 ³/4% Senior Secured Notes Due 2014 (the “Notes”) (CUSIP No. 46489N AD 4; ISIN No. US46489NAD49)
Secured by $422,500,000 First Mortgage Bonds of ArcelorMittal USA Inc. (“ArcelorMittal USA”)

Consent Payment: $1.25 per $1,000 principal amount of Notes

Subject to the terms and conditions set forth in this Consent Solicitation Statement and Prospectus (this “Consent Solicitation Statement”) and the accompanying consent letter (the “Consent Letter”), ArcelorMittal Financial Services LLC, as successor issuer to Ispat Inland ULC, the original issuer of the Notes (the “Issuer”) is hereby soliciting (the “Solicitation”) consents (“Consents”) from the holders of record of the Notes (the “Holders”) as of 5:00 p.m., New York time, on [ ], 2008 (the “Record Date”).

The Solicitation seeks Consents to amend (the “Proposed Amendments”) certain provisions of (i) the Indenture dated as of March 25, 2004, as amended, governing the Notes (the “Indenture”), (ii) the First Mortgage dated April 1, 1928, as amended (the “Mortgage”), governing the Series Z First Mortgage Bonds and (iii) the Security Agreement, dated as of March 25, 2004 (the “Security Agreement”), entered into in connection with the issuance of the Notes. The Proposed Amendments will, among other things, permit us to re-establish a “tower” financing structure similar to that which existed at the time of the initial issuance of the Notes.

The Solicitation is being made upon the terms and is subject to the conditions set forth in this Consent Solicitation Statement and in the Consent Letter. Approval of the Proposed Amendments requires Consents from Holders of a majority in outstanding principal amount of the Notes (the “Requisite Consents”). The Issuer will pay to Holders a consent fee (the “Consent Payment”) of $1.25 for each $1,000 principal amount of Notes with respect to which such Holders have properly delivered valid and unrevoked Consents prior to the Expiration Date (as defined herein), provided that the conditions set forth in this Consent Solicitation Statement are satisfied or otherwise waived.

The Solicitation will commence on [ ], 2008 and will expire at 5:00 p.m., New York time, on [ ], 2008, unless extended or earlier terminated by the Issuer (this date and time, as it may be extended, the “Expiration Date”). The Issuer may, prior to the satisfaction or waiver of the conditions set forth in this Consent Solicitation Statement and subject to applicable law, terminate the Solicitation or extend the Solicitation for a specified period or on a daily basis. Only a holder of record on the Record Date, in respect of which there has been delivered a valid Consent prior to the Expiration Date (which has not been properly revoked), will be entitled to receive the Consent Payment.

Consents may be revoked at any time prior to the execution of the Supplemental Indenture (such time referred to herein as the “Execution Time”). Any notice of revocation received after the Execution Time will not be effective, even if received prior to the Expiration Date. See “The Solicitation Terms — Revocation of Consents”. Promptly following the receipt of the Requisite Consents, the Issuer, LaSalle Bank National Association (the “Trustee”), ArcelorMittal USA Partnership (the “Successor Issuer”), the New Finco Guarantors (as hereinafter defined) and the Guarantors (as defined in the Indenture) may execute a Supplemental Indenture for the Notes substantially in the form set forth in Exhibit A attached hereto (the “Supplemental Indenture”). The Supplemental Indenture will become effective upon execution, but the Proposed Amendments will become operative only upon payment of the Consent Payment. Once the Proposed Amendments become operative, each present and future Holder of the Notes will be bound by the Proposed Amendments, whether or not such Holder delivered a Consent. For a description of the Proposed Amendments, see “The Proposed Amendments”.

None of the Issuer, the Guarantors, the Trustee, the Solicitation Agent, the Tabulation Agent or the Information Agent makes any recommendation as to whether or not Holders should deliver Consents in response to the Solicitation. Each Holder must make his, her or its own decision as to whether to deliver Consents and, if so, as to how many Consents to deliver.

In connection with the Solicitation, Citigroup Global Markets Inc. is serving as the Solicitation Agent (the “Solicitation Agent”) and Global Bondholder Services Corporation is serving as the Tabulation Agent (the “Tabulation Agent”) and the Information Agent (the “Information Agent”). Questions concerning the terms of the Solicitation should be directed to the Solicitation Agent at the address or telephone number set forth on the back cover page of this Consent Solicitation Statement. Requests for assistance in completing and delivering the Consent Letter or requests for additional copies of this Consent Solicitation Statement, the Consent Letter or other related documents should be directed to the Information Agent at the address or telephone number set forth on the back cover page of this Consent Solicitation Statement.

The Solicitation Agent for the Solicitation is:

Citi

, 2008

TABLE OF CONTENTS


Important Information			ii
Presentation of Certain Financial and Other Information			iii
Forward-Looking Statements			v
Indicative Solicitation Timetable			vii
Summary			1
The Proposed Amendments			10
The Solicitation Terms			16
Risk Factors			22
Use of Proceeds			28
Ratio of Earnings to Fixed Charges			28
Business of ArcelorMittal USA Inc.			29
Description of the Notes			40
Description of the First Mortgage Bonds			95
Description of Intercreditor Arrangements			99
Certain U.S. Federal Income Tax Considerations			100
Legal Matters			102
Experts			102
Service of Process and Enforceability of Civil Liabilities			102
Where You Can Find More Information			104
Incorporation of Certain Documents by Reference			104
Form of Ninth Supplemental Indenture			A-1
Certificate of Formation
Limited Liability Company Operating Agreement
Certificate of Incorporation of ArcelorMittal USA Incoal Inc.
By-Laws of ArcelorMittal USA Incoal Inc.
Certificate of Incorporation of ArcelorMittal Minorca Mine Inc.
By-Laws of ArcelorMittal Minorca Mine Inc.
Certificate of Incorporation of ArcelorMittal Service Inc.
By-Laws of ArcelorMittal Service Inc.
Certificate of Incorporation of ArcelorMittal Cleveland Inc.
By-Laws of ArcelorMittal Cleveland Inc.
Certificate of Incorporation of ArcelorMittal Weirton Inc.
By-Laws of ArcelorMittal Weirton Inc.
Certificate of Incorporation of ArcelorMittal Hennepin Inc.
By-Laws of ArcelorMittal Hennepin Inc.
Certificate of Formation of ArcelorMittal Indiana Harbor LLC
Limited Liability Company Agreement
Certificate of Incorporation of ArcelorMittal Warren Inc.
By-Laws of ArcelorMittal Warren Inc.
Certificate of Incorporation of ArcelorMittal Riverdale Inc.
By-Laws of ArcelorMittal Riverdale Inc.
Certificate of Incorporation of Mittal Steel USA - Venture Inc.
By-Laws of Mittal Steel USA - Venture Inc.
Certificate of Formation of ArcelorMittal Plate LLC
Limited Liability Company Operating Agreement
Certificate of Formation of ISG Sparrows Point LLC
Limited Liability Company Operating Agreement
Certificate of Formation of ArcelorMittal Steelton LLC
Limited Liability Company Operating Agreement
Certificate of Formation of ArcelorMittal Lackawanna LLC
Limited Liability Company Operating Agreement
Certificate of Formation of ArcelorMittal Burns Harbor LLC
Limited Liability Company Operating Agreement
Certificate of Formation of ArcelorMittal Columbus LLC
Limited Liability Company Operating Agreement
Certificate of Incorporation of ArcelorMittal Georgetown Inc.
By-Laws of ArcelorMittal Georgetown Inc.
Certificate of Incorporation of Mittal Steel USA - Railways Inc.
By-Laws of Mittal Steel USA - Railways Inc.
Certificate of Incorporation of ArceloeMittal Hibbing Inc.
By-Laws of ArcelorMittal Hibbing Inc.
Articles of Incorporation of Hibbing Taconite Holding Inc.
By-Laws of Hibbing Taconite Holding Inc.
Certificate of Incorporation of ISG Acquisition Inc.
By-Laws of ISG Acquisition Inc.
Certificate of Incorporation of ArcelorMittal Real Estate Inc.
By-Laws of ArcelorMittal Real Estate Inc.
Certificate of Incorporation of ArcelorMittal Tow Path Valley Business Park Development Company
By-Laws of ArcelorMittal Tow Path Valley Business Park Development Company
Certificate of Formation of ArcelorMittal Finance LLC
Limited Liability Company Operating Agreement
Memorandum of Association and Articles of Association
Statement of Partnership Existence of ArcelorMittal USA Partnership
Agreement of Partnership of ArcelorMittal USA Partnership
Form of Fortieth Supplemental Indenture
Form of Guarantee
Supplemental Indenture
Second Supplemental Indenture
Fifth Supplemental Indenture
Sixth Supplemental Indenture
Seventh Supplemental Indenture
Eighth Supplemental Indenture
Security Agreement
Opinion of Mayer Brown LLP
Opinion of Stewart McKelvey
Opinion of Bonn Schmitt Steichen
Calculation of Ratio of Earnings to Fixed Charges
Consent of Deloitte S.A.
Consent of Deloitte Accountants B.V.
Consent of KPMG Audit S.a.r.l.
Form T-1 Statement of Eligibility
Form of Consent Letter

This Consent Solicitation Statement incorporates important business and financial information about ArcelorMittal (and its predecessor Mittal Steel Company N.V.), ArcelorMittal USA Inc. (formerly Mittal Steel USA Inc.) and the other co-registrants from other documents that are not included in or delivered with this document. These documents are identified under the section entitled “Incorporation of Certain Documents by Reference” and may be obtained at Securities and Exchange Commission’s (the “SEC”) website, http://www.sec.gov. This information is also available to you without charge upon your written or oral request as described below:

ArcelorMittal
19, Avenue de la Liberté
L-2930 Luxembourg
Grand Duchy of Luxembourg
+352 4792-1
Attention: Investor Relations

In order for you to receive timely delivery of documents incorporated by reference prior to the expiration of the Solicitation, we should receive your request by no later than [___], 2008.

IMPORTANT INFORMATION

This Consent Solicitation Statement contains or refers to important information that you should read carefully before you make any decision with respect to delivery of a Consent pursuant to the Solicitation. Holders are requested to read and carefully consider the information contained or incorporated by reference herein and to give their Consent to the Proposed Amendments by properly completing, executing and delivering the accompanying Consent Letter in accordance with the instructions set forth herein and therein.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement, and except for an extension of the Solicitation in the event of an amendment, waiver or modification of the Solicitation in a manner that is deemed to be material and subject to applicable law, the Issuer reserves the right, in its sole discretion, at any time prior to the Execution Time to: (i) waive any condition to the Solicitation and accept all Consents previously given pursuant to the Solicitation; (ii) extend the Expiration Date and, unless otherwise provided in this Consent Solicitation Statement, retain all Consents delivered pursuant to the Solicitation; (iii) amend the terms of the Solicitation in any respect; (iv) terminate the Solicitation and not accept any Consents; or (v) modify the form or amount of the consideration to be paid pursuant to the Solicitation. See “The Solicitation Terms — Expiration Date; Extensions; Amendment”.

Holders who wish to Consent must deliver their properly completed and executed Consent Letter to the Tabulation Agent prior to the Expiration Date at the address or facsimile number (with an original delivered subsequently) set forth on the back cover page of this Consent Solicitation Statement and in the Consent Letter in accordance with the instructions set forth herein and therein. Consents should not be delivered to the Issuer, the Guarantors, the Trustee, the Solicitation Agent or the Information Agent. However, the Issuer reserves the right to accept any Consent received by it, the Guarantors, the Trustee, the Solicitation Agent or the Information Agent. Under no circumstances should any person tender or deliver Notes to the Issuer, the Guarantors, the Trustee, the Solicitation Agent, the Information Agent or the Tabulation Agent at any time.

The delivery of a Consent to the Proposed Amendments will not affect a Holder’s right to sell or transfer the Notes. Only Holders of record as of the Record Date, or their duly designated proxies, including, for the purposes of this Consent Solicitation, DTC Participants (as defined below), may submit a Consent Letter. A duly executed Consent Letter shall bind the Holder(s) executing the same and any subsequent Holder or transferee of the Notes to which such Consent Letter relates. No consent will be valid or effective for more than 120 days from the Record Date.

As of the Record Date, all of the Notes were held through The Depository Trust Company (“DTC”) by participants in DTC (“DTC Participants”).

Notwithstanding anything to the contrary contained or incorporated by reference herein or in any other document related to the Solicitation, if the Requisite Consents are not received and the Supplemental Indenture is not executed, then the Proposed Amendments will not become operative and the Issuer will not pay the Consent Payment to any Holder. The obligation to make the Consent Payment with respect to the Notes is also subject to the satisfaction or waiver of the conditions set forth in this Consent Solicitation Statement. See “The Solicitation Terms — Conditions to the Solicitation”.

Recipients of this Consent Solicitation Statement and the accompanying materials should not construe the contents hereof or thereof as legal, business or tax advice. Each recipient should consult its own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Solicitation.

Terms used in this Consent Solicitation Statement that are not otherwise defined herein have the meanings set forth in the indenture dated as of March 25, 2004, as amended and supplemented by the First Supplemental Indenture dated as of September 16, 2004, the Second Supplemental Indenture dated as of March 14, 2005, the Third Supplemental Indenture dated as of December 31, 2005, the Fourth Supplemental Indenture dated as of December 31, 2005, the Fifth Supplemental Indenture dated as of December 31, 2006, the Sixth Supplemental Indenture dated as of September 3, 2007, the Seventh Supplemental Indenture dated as of November 13, 2007 and the Eighth Supplemental Indenture dated as of December 28, 2007, among the Issuer, the Guarantors and the Trustee.

No person has been authorized to give any information or make any representations other than those contained in this Consent Solicitation Statement and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer, the Guarantors, the Solicitation Agent, the Tabulation Agent, the Information Agent or any other person. The Solicitation is not being made to, and no Consents are being solicited from, Holders in any jurisdiction in which it is unlawful to make such solicitation or grant such Consents. The statements made in this Consent Solicitation Statement are made as of the date hereof, and delivery of this Consent Solicitation Statement and the accompanying materials at any time does not imply that the information herein or therein is correct as of any subsequent date.

The information contained or incorporated by reference in this Consent Solicitation Statement is based upon information provided solely by the Issuer. The Solicitation Agent has not independently verified and does not make any representation or warranty, express or implied, or assume any responsibility, as to the accuracy or adequacy of the information contained or incorporated by reference herein.

Questions concerning the terms of the Solicitation should be directed to the Solicitation Agent at the address or telephone number set forth on the back cover page of this Consent Solicitation Statement. Requests for assistance in completing and delivering the Consent Letter or requests for additional copies of this Consent Solicitation Statement, the Consent Letter or other related documents should be directed to the Information Agent at the address or telephone number set forth on the back cover page of this Consent Solicitation Statement. In order to ensure timely delivery of additional copies of this Consent Solicitation Statement, any request should be made no less than five business days prior to the Expiration Date. The term “business day” in this Consent Solicitation Statement means any day other than a Saturday, Sunday or a federal holiday in the United States.

PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION

Financial Information

ArcelorMittal

This Consent Solicitation Statement incorporates by reference the audited consolidated financial statements of ArcelorMittal (of which Mittal Steel Company N.V. is the predecessor) and its consolidated subsidiaries (“ArcelorMittal”), including the consolidated balance sheets as of December 31, 2006 and 2007, and the consolidated statements of income, changes in equity and cash flows for each of the years ended December 31, 2005, 2006 and 2007, which we refer to as the ArcelorMittal Consolidated Financial Statements. The ArcelorMittal Consolidated Financial Statements were prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

ArcelorMittal’s significant acquisitions in 2005, 2006 and 2007, including in particular Arcelor, International Steel Group Inc., Kryvorizhstal and Sicartsa, have been accounted for using the purchase method of accounting, with ArcelorMittal as the acquiring entity in accordance with IFRS 3 (“Business Combinations”).

General

The financial information and certain other information presented in a number of tables included or incorporated in this Consent Solicitation Statement have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column. In addition, certain percentages presented in the tables included or incorporated in this Consent Solicitation Statement reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

In this document, references to “$”, “dollars”, “USD” or “U.S. dollars” are to United States dollars.

iii

Market Information

This Consent Solicitation Statement includes or incorporates by reference industry data and projections about ArcelorMittal’s and ArcelorMittal USA’s markets obtained from industry surveys, market research, publicly available information and industry publications. Statements on ArcelorMittal’s or ArcelorMittal USA’s competitive position contained or incorporated by reference in this Consent Solicitation Statement are based primarily on public sources including, but not limited to, publications of the International Iron and Steel Institute. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable and that the projections they contain are based on a number of significant assumptions. We have not independently verified this data or determined the reasonableness of such assumptions. In addition, in many cases, each of ArcelorMittal and ArcelorMittal USA has made statements in this Consent Solicitation Statement regarding its industry and its position in its industry based on internal surveys, industry forecasts, market research and its own experience. While these statements are believed to be reliable, they have not been independently verified.

Internet Sites

ArcelorMittal maintains an Internet site: www.arcelormittal.com. Information contained in or otherwise accessible through this Internet site is not a part of this Consent Solicitation Statement unless otherwise specifically incorporated by reference in this Consent Solicitation Statement, as described in “Incorporation of Certain Documents by Reference”.

FORWARD-LOOKING STATEMENTS

This Consent Solicitation Statement and the documents incorporated by reference in this Consent Solicitation Statement contain forward-looking statements based on estimates and assumptions. Forward-looking statements include, among other things, statements concerning the business, future financial condition, results of operations and prospects of ArcelorMittal, including its acquired subsidiaries. These statements usually contain the words “believes”, “plans”, “expects”, “anticipates”, “intends”, “estimates” or other similar expressions. For each of these statements, you should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although it is believed that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that the actual results or developments anticipated will be realized or, even if realized, that they will have the expected effects on the business, financial condition, results of operations or prospects of ArcelorMittal.

These forward-looking statements speak only as of the date on which the statements were made, and no obligation has been undertaken to publicly update or revise any forward-looking statements made in this Consent Solicitation Statement or elsewhere as a result of new information, future events or otherwise, except as required by applicable laws and regulations. In addition to the factors described in ArcelorMittal’s Annual Report on Form 20-F for the year ended December 31, 2007, the other documents filed with or furnished to the SEC from time to time or the other factors and matters contained or incorporated by reference in this Consent Solicitation Statement, it is believed that the following factors, among others, could cause actual results to differ materially from those discussed in the forward-looking statements:

	•		ArcelorMittal’s ability to manage its growth;

	•		ArcelorMittal’s ability fully to realize anticipated cost savings, revenue enhancements and other benefits from the acquisition by Mittal Steel of Arcelor;

	•		Mr. Lakshmi N. Mittal’s ability to exercise significant influence over the outcome of shareholder voting;

	•		any loss or diminution in the services of Lakshmi N. Mittal, ArcelorMittal’s President of the Board of Directors and Chief Executive Officer;

	•		any downgrade of ArcelorMittal’s credit rating;

	•		ArcelorMittal’s ability to operate within the limitations imposed by its financing arrangements;

	•		ArcelorMittal’s ability to refinance existing debt and obtain new financing on acceptable terms to finance its growth;

	•		mining risks;

	•		the risk that non-fulfillment or breach of transitional arrangements may result in the recovery of aid granted to some of ArcelorMittal’s subsidiaries;

	•		ArcelorMittal’s ability to fund under-funded pension liabilities;

	•		increased cost of wages and the risk of labor disputes;

	•		general economic conditions, whether globally, nationally or in the markets in which ArcelorMittal conducts business;

	•		the risk of disruption or volatility in the economic, political or social environment in the countries in which ArcelorMittal conducts business;

	•		fluctuations in currency exchange rates, commodity prices, energy prices and interest rates;

	•		the risk of disruptions to ArcelorMittal’s operations;

	•		the risk of unfavorable changes to, or interpretations of, the tax laws and regulations in the countries in which ArcelorMittal operates;

	•		the risk that ArcelorMittal may not be able to fully utilize its deferred tax assets;

	•		damage to ArcelorMittal’s production facilities due to natural disasters;

	•		the risk that ArcelorMittal’s insurance policies may provide limited coverage;

	•		the risk of product liability claims adversely affecting ArcelorMittal’s operations;

	•		international trade actions or regulations;

	•		the risk that U.S. investors may have difficulty enforcing civil liabilities against ArcelorMittal and its directors and senior management;

	•		the risk that a downturn in global economic conditions may have an adverse effect on the results of ArcelorMittal;

	•		ArcelorMittal’s ability to operate successfully within a cyclical industry;

	•		the risk that changes in demand for and supply of steel products in China and other developing economies may result in falling steel prices;

	•		the risk of significant supply shortages and increasing costs of raw materials, energy and transportation;

	•		increased competition from substitute materials, such as aluminum; and

	•		legislative or regulatory changes, including those relating to protection of the environment and health and safety, and those resulting from international agreements and treaties related to trade, accession to the European Union (“EU”) or otherwise.

INDICATIVE SOLICITATION TIMETABLE

Holders of Notes should take note of the dates and times set forth in the schedule below in connection with the Solicitation. These dates and times may be changed by the Issuer in accordance with the terms and conditions of the Solicitation, as described herein.


Date	Calendar Date	Event
Record Date	[___], 2008, at 5:00 p.m., New York time.	The date fixed by the Issuer as the date for the determination of Holders entitled to give Consents and receive the Consent Payment.

Launch Date	[___], 2008.	Launch of the Solicitation.

Expiration Date	[___], 2008, at 5:00 p.m., New York time, unless extended or earlier terminated.	The deadline for Holders to deliver Consents in order to receive the Consent Payment.

Execution Time	The time at which the Supplemental Indenture is executed in accordance with its terms following receipt of the Requisite Consents. The Execution Time may occur prior to the Expiration Date if the Requisite Consents are received prior to the Expiration Date.	The deadline for Holders to validly revoke Consents. A Holder who validly revokes its Consent will not be eligible to receive the Consent Payment.

Payment Date	Expected to be [___], 2008, if the Solicitation is not extended or earlier terminated.	The date the Tabulation Agent will make the Consent Payment on behalf of the Issuer for all Consents validly delivered and not validly revoked prior to the Expiration Date.

vii

SUMMARY

This summary highlights information contained elsewhere or incorporated by reference in this Consent Solicitation Statement. This summary may not contain all of the information that is important to you, and it is qualified in its entirety by the more detailed information and historical consolidated financial statements, including the notes to those financial statements, that are included or incorporated by reference in this Consent Solicitation Statement. You should carefully read the entire Consent Solicitation Statement and the information incorporated by reference herein before making an investment decision.

Unless otherwise indicated in this Consent Solicitation Statement or unless the context otherwise requires: the terms “we”, “us”, “our”, the “Company” and “ArcelorMittal USA” refer to ArcelorMittal USA Inc. and its consolidated subsidiaries (except with respect to the guarantee of the Notes, in which case such terms refer only to ArcelorMittal USA Inc.); “ArcelorMittal” or “Parent” refers to ArcelorMittal (or its predecessor Mittal Steel Company N.V., which is referred to herein as Mittal N.V.) and its subsidiaries (except with respect to the guarantee of the Notes, in which case it refers only to ArcelorMittal or its predecessor, as applicable); and “Issuer” refers to ArcelorMittal Financial Services LLC, as successor issuer to Ispat Inland ULC, the original issuer of the Notes.

ArcelorMittal Financial Services LLC

ArcelorMittal Financial Services LLC is the issuer of the Notes. The Issuer is a limited liability company that was recently formed under the laws of Delaware and is an indirect wholly owned subsidiary of ArcelorMittal. The Issuer is a limited purpose finance company and, except for $422.5 million in aggregate principal amount of Series Z First Mortgage Bonds of ArcelorMittal USA due April 2014, and $90 million of Series A 8% Preferred Stock of ArcelorMittal USA, it has no material assets or liabilities. The Issuer’s principal executive offices are located at 1 S. Dearborn, 19th Floor, Chicago, Illinois 60603. Its telephone number at that address is +1 (312) 899-3400.

ArcelorMittal USA Partnership

ArcelorMittal USA Partnership, an indirect, wholly owned subsidiary of ArcelorMittal, is a partnership that was recently formed under the laws of Delaware for the purpose of becoming the successor issuer of the Notes following the completion of a Permitted Finco Reconstitution Transaction (as defined in “The Proposed Amendments — Proposed Amendments to the Indenture”). ArcelorMittal USA Partnership’s principal executive offices are located at 1 S. Dearborn, 19th Floor, Chicago, Illinois 60603. Its telephone number at that address is +1 (312) 899-3400.

ArcelorMittal USA

ArcelorMittal USA Inc., formerly Mittal Steel USA Inc., has guaranteed the Notes and is the issuer of the Series Z First Mortgage Bonds that, following the Permitted Finco Collapse Transaction concluded on December 28, 2007, have been pledged by ArcelorMittal Financial Services LLC to secure the Notes. Payments on the Series Z First Mortgage Bonds by ArcelorMittal USA are used to make payments on the Notes.

ArcelorMittal USA is one of North America’s largest steelmakers and serves a broad U.S. manufacturing base. ArcelorMittal USA is an indirect wholly owned subsidiary of ArcelorMittal, the world’s largest and most global steel company. On April 15, 2005, ArcelorMittal’s predecessor acquired International Steel Group Inc. and was renamed Mittal Steel USA ISG Inc. Effective December 31, 2005, Mittal Steel USA ISG Inc. merged with another subsidiary of ArcelorMittal’s predecessor, Ispat Inland Inc. Mittal Steel USA ISG Inc. was the surviving subsidiary and was renamed Mittal Steel USA Inc. (which was subsequently renamed ArcelorMittal USA Inc.). Both companies were indirect wholly owned subsidiaries of ArcelorMittal’s predecessor, Mittal N.V. As of December 31, 2007, ArcelorMittal USA had operations in 13 states of the United States with an annual raw steel production capability of approximately 27.0 million net tons.

ArcelorMittal USA’s principal products include a broad range of hot-rolled, cold-rolled and coated sheets, tin mill products, carbon and alloy plates, wire rod, rail products, bars and semi-finished shapes to serve the automotive, construction, pipe and tube, appliance, container and machinery markets. All of these products are available in standard carbon grades as well as high strength, low alloy grades for more demanding applications. For the year ended December 31, 2007, ArcelorMittal USA had revenue of $12.8 billion and net income of $386 million.

ArcelorMittal USA’s principal executive offices are located at 1 S. Dearborn, 19th Floor, Chicago, Illinois 60603. Its telephone number at that address is +1 (312) 899-3400.

ArcelorMittal

ArcelorMittal has guaranteed the Notes. ArcelorMittal is the world’s largest and most global steel producer. It results from the combination in 2006 of Mittal N.V. and Arcelor, a société anonyme incorporated under Luxembourg law, which was acquired by Mittal N.V. on August 1, 2006, at the time respectively the world’s largest and second largest steel companies by production volume.

ArcelorMittal produces a broad range of high-quality finished, semi-finished carbon steel products and stainless steel products. Specifically, ArcelorMittal produces flat products, including sheet and plate, long products, including bars, rods and structural shapes, and stainless steel products. ArcelorMittal sells its products primarily in local markets and through its centralized marketing organization to a diverse range of customers in approximately 170 countries, including the automotive, appliance, engineering, construction and machinery industries.

ArcelorMittal is the largest steel producer in the Americas, Africa, and Europe, the second largest producer in the Commonwealth of Independent States (the “CIS”) and it has a growing presence in Asia, particularly China. ArcelorMittal has steelmaking operations in 20 countries on four continents, including 65 integrated, mini-mill and integrated mini-mill steelmaking facilities. As of December 31, 2007, ArcelorMittal had approximately 311,000 employees.

ArcelorMittal operates its business in six reportable operating segments: Flat Carbon Americas; Flat Carbon Europe; Long Carbon Americas and Europe; Asia, Africa and CIS; Stainless Steel; and ArcelorMittal Steel Solutions and Services (trading and distribution). ArcelorMittal’s steelmaking operations have a high degree of geographic diversification. Approximately 35% of its steel is produced in the Americas, approximately 46% is produced in Europe and approximately 19% is produced in other countries, such as Kazakhstan, Algeria, Morocco and South Africa. In addition, ArcelorMittal’s sales are spread over both developed and developing markets, which have different consumption characteristics.

For the year ended December 31, 2007, ArcelorMittal had sales of approximately $105.2 billion, steel shipments of approximately 109.7 million tonnes and crude steel production of approximately 116.4 million tonnes. “Tonnes” are metric tonnes and are used in measurements involving iron ore, iron ore pellets, direct reduced iron, hot metal, coke, coal, pig iron and scrap. A metric tonne is equal to 1,000 kilograms or 2,204.62 pounds. ArcelorMittal’s net income attributable to equity holders of the parent for the year ended December 31, 2007, was $10.4 billion, or $7.41 per share. As of December 31, 2007, ArcelorMittal had equity of $61.5 billion, total debt of $30.6 billion and cash and cash equivalents, including restricted cash, of $8.1 billion.

ArcelorMittal’s principal executive offices are located at 19, Avenue de la Liberté, L-2930 Luxembourg, Grand Duchy of Luxembourg. Its telephone number at that address is +352 4792-2414.

Permitted Finco Collapse Transaction

On December 28, 2007, we concluded a Permitted Finco Collapse Transaction within the meaning of the Indenture. The Permitted Finco Collapse Transaction had, among other things, the following effects:

•

ArcelorMittal Financial Services LLC became the Issuer of the Notes and was substituted for Ispat Inland ULC (the original issuer of the Notes) for all purposes under the Indenture and the pledge agreement by and among the Issuer, the Finco Guarantors (ArcelorMittal Partnership (formerly Ispat Inland, L.P.), 3019693 Nova Scotia U.L.C. and ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC)) (collectively, the “Pledgors”), and the Trustee (the “Pledge Agreement”), and Ispat Inland ULC was released from its obligations under the Indenture and the Pledge Agreement;

	•		the Series Z First Mortgage Bonds issued by ArcelorMittal USA to ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC) in connection with the original issuance of the Notes, and the payments on which are used to make payments on the Notes, as well as $90 million of Series A 8% Preferred Stock of ArcelorMittal USA, were transferred to ArcelorMittal Financial Services LLC and pledged to the Trustee as Collateral for the Notes;

	•		the rate of interest on the Series Z First Mortgage Bonds was reduced by 0.5%;

	•		the covenants set forth in Section 4.19 of the Indenture, which limited the activities of the Issuer and the Finco Guarantors (ArcelorMittal Partnership (formerly Ispat Inland, L.P.), 3019693 Nova Scotia U.L.C. and ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC)) ceased to apply, and the covenants set forth in Section 4.20 of the Indenture restricting the activities of the Issuer following the conclusion of the Permitted Finco Collapse Transaction became operative. See “Description of the Notes — Covenants of the Issuer Following a Permitted Finco Collapse Transaction”;

	•		each of the Finco Guarantors was released from its respective obligation to guarantee the Notes; and

	•		in accordance with the Indenture, all remaining property or assets of the Finco Guarantors constituting a portion of the Collateral securing the Notes were released from the Lien (as defined in the Indenture) of the Pledge Agreement, after which the Finco Guarantors may be dissolved.

See “Description of the Notes — Certain Definitions — Permitted Finco Collapse Transaction” for a more detailed description of the Permitted Finco Collapse Transaction.

The Consent Solicitation


The Issuer		ArcelorMittal Financial Services LLC, as successor issuer to Ispat Inland ULC, the original issuer of the Notes.

The Notes		9 ³/4% Senior Secured Notes due 2014 of ArcelorMittal Financial Services LLC issued under the Indenture.

Consent Solicitation Statement		Consent Solicitation Statement and Prospectus dated [___], 2008.

Purpose of the Solicitation		The Issuer is soliciting Consents of Holders to the Proposed Amendments. The Proposed Amendments will, among other things, permit us to re-establish a “tower” financing structure similar to that which existed at the time of the initial issuance of the Notes. See “The Proposed Amendments”.

The Proposed Amendments		The Proposed Amendments to the Indenture will be set forth in the Supplemental Indenture, which is expected to be executed by the Issuer, the Successor Issuer, the Guarantors, the New Finco Guarantors and the Trustee following receipt of the Requisite Consents. If (i) the Requisite Consents are obtained, and (ii) the Proposed Amendments become operative, all Holders of the Notes (including Holders that do not deliver a Consent) will be bound by the Proposed Amendments. The Proposed Amendments will not become operative, however, until the Consent Payment has been made. See “The Proposed Amendments”.

		Specifically, the Proposed Amendments would, among other things, add a new definition to the Indenture entitled “Permitted Finco Reconstitution Transaction”. We expect that the Permitted Finco Reconstitution Transaction, which we intend to consummate once the Proposed Amendments become operative, would have the following effects:

		• the capital stock of the Issuer would be transferred to ArcelorMittal USA Partnership, a newly formed Delaware partnership that we refer to as the Successor Issuer;

		• the Issuer would merge with and into the Successor Issuer, with the Successor Issuer being the survivor of such merger;

		• the Successor Issuer would become the successor issuer of the Notes and assume all obligations of the Issuer with respect thereto;

		• the Successor Issuer’s newly formed Nova Scotia unlimited company subsidiary, 3222193 Nova Scotia Company, which we refer to as New Finco Guarantor #1, would guarantee the Notes, but would not have any material assets or liabilities other than the equity in its subsidiary referred to below;

		• New Finco Guarantor #1’s newly formed Delaware limited liability company subsidiary, ArcelorMittal Finance LLC, which we refer to as New Finco Guarantor #2, would guarantee the Notes, but would not have any material assets or liabilities other than the Series Z First Mortgage Bonds and $90 million of Series A 8% Preferred Stock of ArcelorMittal USA;

		• the Successor Issuer would cause the Series Z First Mortgage Bonds, as well as $90 million of Series A 8% Preferred Stock of ArcelorMittal USA, to be transferred to New Finco Guarantor #2 and pledged to the Trustee as collateral for the Notes;

		• the capital stock of the Successor Issuer, as well as the capital stock of each New Finco Guarantor, would be pledged to the Trustee as collateral for the Notes;


		• the rate of interest on the Series Z First Mortgage Bonds would be increased by 1.0%, unless and until the “tower” were to be collapsed in accordance with the Indenture, as amended;

		• in the event that any portion of the Series Z First Mortgage Bonds are prepaid prior to April 1, 2014, the rate of interest payable on the Series Z First Mortgage Bonds would be amended to provide for an additional payment equal to the sum of (x) the unamortized loan finance fees from the 2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the portion of the Series Z First Mortgage Bonds so prepaid and (y) the amount of transaction costs incurred in respect of the Permitted Finco Collapse Transaction or Permitted Finco Reconstitution Transaction occurring on or prior to such date; and,

		• the covenants set forth in Section 4.19 of the Indenture, which restrict the activities of the Issuer following the Permitted Finco Reconstitution Transaction, but prior to any subsequent Permitted Finco Collapse Transaction, would again become operative and the covenants set forth in Section 4.20 of the Indenture would cease to apply.

		From a credit impact perspective, we do not believe that the holders of the Notes will be adversely impacted as a result of the Permitted Finco Reconstitution Transaction because the collateral, as well as the current guarantors of the Notes, will be substantially similar after the consummation of the Permitted Finco Reconstitution Transaction. Specifically, after the Permitted Finco Reconstitution Transaction, (i) ArcelorMittal and ArcelorMittal USA (and its significant subsidiaries) will continue to be guarantors of the Notes, (ii) the Series Z First Mortgage Bonds and $90 million of Series A 8% Preferred Stock of ArcelorMittal USA will continue to be pledged to the Trustee as collateral for the Notes and (iii) ArcelorMittal USA’s guarantee of the Notes will continue to be secured by a second priority security interest in certain inventory. In addition, the interest rate applicable to the Series Z First Mortgage Bonds, which is currently equal to the interest rate on the Notes (having been reduced by 50 basis points per annum as a result of the Permitted Finco Collapse Transaction), will be increased by 1.0% per annum as part of the Permitted Finco Reconstitution Transaction. In addition, as was the case with respect to the entities in the “tower” financing structure that existed prior to the Permitted Finco Collapse Transaction, the entities in the new “tower” financing structure (other than the Successor Issuer) will guaranty the Notes on the same terms and conditions as the prior entities and will be subject to restrictions on their activities substantially similar to those restrictions that applied to the entities prior to the Permitted Finco Collapse Transaction. In addition, the covenants applicable to ArcelorMittal USA and its subsidiaries under the Indenture will not be changed.

		Because the “tower” financing structure following the consummation of the Permitted Finco Reconstitution Transaction will differ from the structure that existed prior to the Permitted Finco Collapse Transaction, certain of the intercompany obligations that existed prior to the Permitted Finco Collapse transaction will not be replicated in the new “tower” financing structure and will not be pledged as collateral following the Permitted Finco Reconstitution Transaction. Such obligations include the Finco Mirror Note (as defined in “Description of the Notes — Background”) that was payable to the Issuer by ArcelorMittal Partnership (formerly Ispat Inland, L.P.), a $9.0 million note owing from the Issuer to ArcelorMittal Partnership, and a $97.5 million note owing from 3019693 Nova Scotia ULC to ArcelorMittal Partnership.

		The Proposed Amendments also include:

		• amendments to the definition of Qualified Securitization Transaction in the Indenture so that we may, even when we are not in a Suspension Period (which, as defined in the Indenture, renders certain covenants inapplicable) as is currently the case, sell Receivables and Related Assets or Inventory and Related Assets (as such terms are defined in the Indenture) to any person and not just to a securitization subsidiary as the Indenture currently contemplates;


		• amendments to the Security Agreement to clarify that, in addition to unsecured receivables and receivables secured by a pool of assets, which are already excluded from the Collateral securing the Notes, the Collateral securing the Notes also does not extend to a receivable secured by specific goods to the extent constituting “Chattel Paper” within the meaning of the Uniform Commercial Code in effect in the State of New York (the “UCC”); and

		• amendments to the Mortgage and Series Z First Mortgage Bonds that (i) provide for the addition of ArcelorMittal and substantially all of the domestic subsidiaries of ArcelorMittal USA as additional guarantors of the Series Z First Mortgage Bonds, (ii) provide for additional interest in the amount of 1.0% per annum after a Permitted Finco Reconstitution Transaction has occurred, but prior to the subsequent occurrence of a Permitted Finco Collapse Transaction and (iii) provide that in the event that any portion of the Series Z First Mortgage Bonds are prepaid prior to April 1, 2014, the rate of interest payable on the Series Z First Mortgage Bonds would be amended to provide for an additional payment equal to the sum of (x) the unamortized loan finance fees from the 2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the portion of the Series Z First Mortgage Bonds so prepaid and (y) the amount of transaction costs incurred in respect of the Permitted Finco Collapse Transaction or Permitted Finco Reconstitution Transaction occurring on or prior to such date.

Requisite Consents		The Requisite Consents for the Notes means the receipt of valid, unrevoked Consents from a majority in aggregate principal amount of the Notes outstanding; provided that, for purposes of determining whether any such requisite principal amount of Notes have given their Consent, Notes owned by the Issuer, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not outstanding.

Consent Payment		If the Payment Conditions (as defined below) are satisfied or otherwise waived with respect to the Notes, the Issuer will pay or cause to be paid promptly to each Holder who delivered a valid and unrevoked Consent to the Tabulation Agent prior to the Expiration Date a one-time cash payment of $1.25 for each $1,000 principal amount of Notes held by such Holder in respect of which a valid and unrevoked Consent was delivered (the “Consent Payment”).

		The obligation of the Company to make the Consent Payment with respect to the Notes is subject to the following conditions: (i) the execution by the Issuer, the Successor Issuer, the New Finco Guarantors, the Guarantors and the Trustee of the Supplemental Indenture implementing the Proposed Amendments following receipt of the Requisite Consents; and (ii) the satisfaction of the General Conditions set forth in “The Solicitation Terms — Conditions to the Solicitation” (collectively, the “Payment Conditions”).

		The right to receive a Consent Payment is not transferable with a Note. The Issuer will make Consent Payments only to the persons who were Holders on the Record Date and who have delivered valid and unrevoked Consents prior to the Expiration Date pursuant to the terms hereof.

Record Date		The “Record Date” is 5:00 p.m., New York time, on [___], 2008. Such date has been fixed by the Issuer as the date for the determination of Holders entitled to give Consents and receive the Consent Payment, if payable, pursuant to the Solicitation. The Issuer reserves the right to establish, from time to time but in all cases prior to receipt of the Requisite Consents, any new date as such Record Date and, thereupon, any such new date will be deemed to be the Record Date for purposes of the Solicitation.

Expiration Date		The “Expiration Date” is 5:00 p.m., New York time, on [___], 2008, unless the Solicitation is extended by the Issuer, in which case the term “Expiration Date” will mean the latest date and time to which the Solicitation is extended. The Issuer may extend the Solicitation for a specified period or on a daily basis, regardless of whether the Requisite Consents have been obtained.


Execution Time		The time at which the Supplemental Indenture is executed in accordance with its terms. Promptly following the receipt of the Requisite Consents, the Issuer, the Successor Issuer, the Guarantors and the New Finco Guarantors may, but are not required to, execute the Supplemental Indenture containing the Proposed Amendments to the Indenture with the Trustee. The Supplemental Indenture will become effective upon its execution (subject to compliance with the conditions set forth in the Indenture), but the Proposed Amendments will become operative only upon payment of the Consent Payment. The Execution Time may occur prior to the Expiration Date if the Requisite Consents are received prior to that time. Consents may not be revoked after the Execution Time, even if such purported revocation occurs before the Expiration Date.

Procedure for Delivering Consents		Holders who wish to consent to the Proposed Amendments should deliver one or more properly completed Consent Letters signed by or on behalf of such Holder by mail, hand delivery, overnight courier or by facsimile transmission to the Tabulation Agent at its address or facsimile number set forth on the back cover page of this Consent Solicitation Statement. The Issuer shall have the right to determine whether any purported Consent satisfies the requirements of this Consent Solicitation Statement and the Indenture, and any such determination shall be final and binding on the Holder who delivered such Consent or purported Consent.

		Consent Letters must be delivered to the Tabulation Agent prior to the Expiration Date. Only registered owners of Notes as of the Record Date or their duly designated proxies, including, for the purposes of the Solicitation, DTC Participants that have been granted a proxy by the registered Holder, are eligible to consent to the Proposed Amendments and receive the Consent Payment. See “The Solicitation Terms — Procedures for Delivering Consents”.

Holders		For purposes of the Solicitation, the term “Holder” means (i) any person in whose name a Note is registered in the registry maintained by the Registrar at 5:00 p.m., New York time, on the Record Date (the “Record Holder”) and (ii) any other person who has obtained a proxy in a form reasonably acceptable to the Issuer that authorizes such other person (or person claiming title by or through such other person) to vote Notes on behalf of such Record Holder. Accordingly, for purposes of the Solicitation, the term “Holder” includes DTC Participants that have been granted a proxy by DTC, through which a beneficial owner’s Notes may be held of record as of the Record Date.

Special Procedures for Beneficial Holders		Any beneficial owner whose Notes are held through a broker, dealer, commercial bank, trust company or other nominee and who wishes to consent to the Proposed Amendments should contact the Holder of its Notes promptly and instruct such Holder to consent on its behalf. See “The Solicitation Terms — Procedures for Delivering Consents”.

Consequences to Non-Consenting Holders		Holders that do not provide a valid and unrevoked Consent prior to the Expiration Date will not be eligible to receive the Consent Payment. If (i) the Requisite Consents are obtained, (ii) the Supplemental Indenture is executed by the Issuer, the Successor Issuer, the New Finco Guarantors, the Guarantors and the Trustee and (iii) the Proposed Amendments become operative, all Holders of Notes (including Holders that do not deliver a Consent) will be bound by the Proposed Amendments.

Revocation Rights		Until the Execution Time, a Consent by a Holder is a continuing Consent by the Holder and will bind every subsequent Holder of the Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the Consent is not made on any Note. However, a Holder of Notes may revoke its


		Consent if the Tabulation Agent receives written notice of revocation before the Execution Time. Any Holder who revokes a Consent prior to the Execution Time will not receive a Consent Payment, unless such Consent is redelivered and received by the Tabulation Agent and accepted by the Issuer prior to the Execution Time. A Holder may not revoke a Consent after the Execution Time. In no event, however, will a Consent remain valid for more than 120 days after the Record Date. See “The Solicitation Terms — Revocation of Consents”.

Payment Date		The “Payment Date” is the date the Tabulation Agent will promptly make the Consent Payment on behalf of the Issuer for all Consents validly delivered and not validly revoked prior to the Expiration Date, and is expected to be [___], 2008.

Certain U.S. Federal Income Tax Considerations		For a summary of certain U.S. federal income tax considerations of the Solicitation, see “Certain U.S. Federal Income Tax Considerations”.

Waivers; Extensions; Amendments; Termination		The Issuer expressly reserves the right, in its sole discretion, subject to applicable law, at any time prior to the Execution Time, to:

		• waive any condition to the Solicitation and accept all Consents previously given pursuant to the Solicitation;

		• extend the Expiration Date and, unless otherwise provided for in this Consent Solicitation Statement, retain all Consents delivered pursuant to the Solicitation;

		• amend the terms of the Solicitation in any respect;

		• terminate the Solicitation and not accept any Consents; and

		• modify the form or amount of the consideration to be paid pursuant to the Solicitation.

		In order to extend the Expiration Date, the Issuer will notify the Tabulation Agent of any extension by oral or written notice and will make a public announcement thereof, each at or prior to 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date.

		If the Solicitation is amended in any material manner, or the Issuer waives or modifies any material conditions to the Solicitation, the Issuer will promptly disclose such amendment, waiver or modification in a public announcement and the Issuer will extend the Solicitation to the extent required by applicable law.

		Without limiting the manner in which the Issuer may choose to make a public announcement of any extension, amendment or termination of the Solicitation, the Issuer shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely press release and complying with any applicable notice provisions of the Indenture and applicable law.

Solicitation Agent		Citigroup Global Markets Inc.

Information Agent		Global Bondholder Services Corporation.

Tabulation Agent		Global Bondholder Services Corporation.

Trustee		LaSalle Bank National Association.


Further Information		You may request assistance concerning the Solicitation by contacting the Solicitation Agent at the address or telephone number set forth on the back cover page of this Consent Solicitation Statement. You may request assistance in completing and delivering the Consent Letter or for additional copies of this Consent Solicitation Statement, the Consent Letter or other related documents by contacting the Information Agent at the address and telephone number set forth on the back cover page of this Consent Solicitation Statement.

THE PROPOSED AMENDMENTS

Background and Purpose of the Solicitation

In accordance with the terms and conditions set forth in the Indenture, on December 28, 2007, we concluded a Permitted Finco Collapse Transaction that unwound the “tower” financing structure that was established in connection with the original issuance of the Notes. Due to certain changes in applicable tax law and for tax planning purposes, we needed to unwind this structure prior to December 31, 2007. Specifically, the Permitted Finco Collapse Transaction had, among other things, the following effects:

	•		ArcelorMittal Financial Services LLC became the Issuer of the Notes and was substituted for Ispat Inland ULC (the original issuer of the Notes) for all purposes under the Indenture and the Pledge Agreement, and Ispat Inland ULC was released from its obligations under the Indenture and the Pledge Agreement;

	•		the Series Z First Mortgage Bonds issued by ArcelorMittal USA to ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC) in connection with the original issuance of the Notes, and the payments on which are used to make payments on the Notes, as well as $90 million of Series A 8% Preferred Stock of ArcelorMittal USA, were transferred to ArcelorMittal Financial Services LLC and pledged to the Trustee as Collateral for the Notes;

	•		the rate of interest on the Series Z First Mortgage Bonds was reduced by 0.5%;

	•		the covenants set forth in Section 4.19 of the Indenture, which limited the activities of the Issuer and the Finco Guarantors (ArcelorMittal Partnership (formerly Ispat Inland, L.P.), 3019693 Nova Scotia U.L.C. and ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC)) ceased to apply, and the covenants set forth in Section 4.20 of the Indenture restricting the activities of the Issuer following the conclusion of the Permitted Finco Collapse Transaction became operative. See “Description of the Notes — Covenants of the Issuer Following a Permitted Finco Collapse Transaction”;

	•		each of the Finco Guarantors was released from its respective obligation to guarantee the Notes; and

	•		in accordance with the Indenture, all remaining property or assets of the Finco Guarantors constituting a portion of the Collateral securing the Notes were released from the Lien of the Pledge Agreement, after which the Finco Guarantors may be dissolved.

If approved, the Proposed Amendments would, among other things, permit us to re-establish a “tower” financing structure similar to that which existed prior to the Permitted Finco Collapse Transaction. The establishment of the new “tower” financing structure, which we refer to as a “Permitted Finco Reconstitution Transaction”, would restore our tax efficient cost of financing.

From a credit impact perspective, we do not believe that the holders of the Notes will be adversely impacted as a result of the Permitted Finco Reconstitution Transaction because the collateral, as well as the current guarantors of the Notes, will be substantially similar after the consummation of the Permitted Finco Reconstitution Transaction. Specifically, after the Permitted Finco Reconstitution Transaction, (i) ArcelorMittal and ArcelorMittal USA (and its significant subsidiaries) will continue to be guarantors of the Notes, (ii) the Series Z First Mortgage Bonds and $90 million of Series A 8% Preferred Stock of ArcelorMittal USA will continue to be pledged to the Trustee as collateral for the Notes and (iii) ArcelorMittal USA’s guarantee of the Notes will continue to be secured by a second priority security interest in certain inventory. In addition, the interest rate applicable to the Series Z First Mortgage Bonds, which is currently equal to the interest rate on the Notes (having been reduced by 50 basis points per annum as a result of the Permitted Finco Collapse Transaction), will be increased by 1.0% per annum as part of the Permitted Finco Reconstitution Transaction. In addition, as was the case with respect to the entities in the “tower” financing structure that existed prior to the Permitted Finco Collapse Transaction, the entities in the new “tower” financing structure (other than the Successor Issuer) will guaranty the Notes on the same terms and conditions as the prior entities and will be subject to restrictions on their activities substantially similar to those restrictions that applied to the entities prior to the Permitted Finco Collapse Transaction. In addition, the covenants applicable to ArcelorMittal USA and its subsidiaries under the Indenture will not be changed.

Because the “tower” financing structure following the consummation of the Permitted Finco Reconstitution Transaction will differ from the structure that existed prior to the Permitted Finco Collapse Transaction, certain of the intercompany obligations that existed prior to the Permitted Finco Collapse transaction will not be replicated in the new “tower” financing structure and will not be pledged as collateral following the Permitted Finco Reconstitution Transaction. Such obligations include the Finco Mirror Note (as defined in “Description of the Notes — Background”) that was payable to the Issuer by ArcelorMittal Partnership (formerly Ispat Inland, L.P.), a $9.0 million note owing from the Issuer to ArcelorMittal Partnership, and a $97.5 million note owing from 3019693 Nova Scotia ULC to ArcelorMittal Partnership.

Proposed Amendments

Set forth below is a brief summary of the Proposed Amendments. This summary is qualified in its entirety by reference to the form of Supplemental Indenture, which contains a full and complete description of the terms of the Proposed Amendments to the Indenture. The form of Supplemental Indenture is attached hereto as Exhibit A, and copies of the Indenture and the supplements thereto are filed with the SEC as exhibits to the registration statement of which this Consent Solicitation Statement forms a part. See “Where You Can Find More Information”. Holders of Notes should carefully review Exhibit A and the exhibits to the registration statement before delivering a Consent to the Proposed Amendments. Capitalized terms used in the following summary of the Proposed Amendments but not otherwise defined have the meanings assigned to them in the Indenture.

If approved, the Proposed Amendments will be effected by (i) the Supplemental Indenture, which will be executed by the Issuer, the Successor Issuer, the Guarantors, the New Finco Guarantors and the Trustee, (ii) the Fortieth Supplemental Indenture to the Mortgage, which has been filed as an exhibit to the registration statement of which this Consent Solicitation Statement forms a part and (iii) an amendment to the Security Agreement. Although the Supplemental Indenture will become effective upon execution, the Proposed Amendments will become operative only upon payment of the Consent Payment. Until the Proposed Amendments become operative, however, the Indenture, without giving effect to the Proposed Amendments, will remain in effect.

Proposed Amendments to the Indenture

The Proposed Amendments to the Indenture are as follows:

Additional Definition. If approved, the Proposed Amendments would add a new definition to Section 1.01 of the Indenture entitled “Permitted Finco Reconstitution Transaction”. This definition would permit us to establish a “tower” financing structure that is similar to the structure that existed prior to the conclusion of the Permitted Finco Collapse Transaction on December 28, 2007. We expect that a Permitted Finco Reconstitution Transaction would have the following effects:

	•		the Capital Stock of the Issuer would be transferred to the Successor Issuer, a newly formed Delaware partnership which, immediately after giving effect to such transfer, would have no other material assets or liabilities;

	•		the Issuer would merge with and into the Successor Issuer, with the Successor Issuer being the survivor of such merger;

	•		the Successor Issuer would become the successor issuer of the Notes and assume all obligations of the Issuer with respect thereto;

	•		the Successor Issuer would form an unlimited company under the laws of Nova Scotia (“New Finco Guarantor #1”). New Finco Guarantor #1 would be wholly owned by the Successor Issuer and, except as discussed below, would not have any material assets or liabilities;

	•		the Successor Issuer would cause a limited liability company to be formed under the laws of the United States of America, any state thereof or the District of Columbia (“New Finco Guarantor #2” and, together with New Finco Guarantor #1, the “New Finco Guarantors”). New Finco Guarantor #2 would be wholly owned by New Finco Guarantor #1 and would not have any material assets or liabilities;

	•		the Successor Issuer would cause the Series Z First Mortgage Bonds, as well as $90 million of Series A 8% Preferred Stock of ArcelorMittal USA, to be transferred to New Finco Guarantor #2 and pledged to the Trustee as Collateral for the Notes;

	•		each of the New Finco Guarantors would guarantee the Notes;

	•		the Capital Stock of the Successor Issuer, as well as the Capital Stock of each New Finco Guarantor, would be pledged to the Trustee as Collateral for the Notes;

	•		the rate of interest on the Series Z First Mortgage Bonds would be increased by 1.0%, unless and until the “tower” were to be collapsed in accordance with the Indenture, as amended;

	•		in the event that any portion of the Series Z First Mortgage Bonds are prepaid prior to April 1, 2014, the rate of interest payable on the Series Z First Mortgage Bonds would be amended to provide for an additional payment equal to the sum of (x) the unamortized loan finance fees from the 2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the portion of the Series Z First Mortgage Bonds so prepaid and (y) the amount of transaction costs incurred in respect of the Permitted Finco Collapse Transaction or Permitted Finco Reconstitution Transaction occurring on or prior to such date; and,

	•		the covenants set forth in Section 4.19 of the Indenture, which restrict the activities of the Issuer following the conclusion of the Permitted Finco Reconstitution Transaction, but prior to any subsequent Permitted Finco Collapse Transaction, would again become operative and the covenants set forth in Section 4.20 of the Indenture would cease to apply.

Set forth below are structure charts illustrating the existing corporate structure of ArcelorMittal and its structure following the Permitted Finco Reconstitution Transaction. For simplicity, wholly owned, intermediate subsidiaries of ArcelorMittal have not been depicted below.


	Existing Corporate Structure		Corporate Structure Following the Permitted Finco Reconstitution Transaction


*The other subsidiary guarantors include Burnham Trucking Company, Inc., ArcelorMittal USA Incoal Inc. (formerly Incoal Company), ArcelorMittal Minorca Mine Inc., ArcelorMittal Service Inc., ArcelorMittal Cleveland Inc., ArcelorMittal Weirton Inc., ArcelorMittal Hennepin Inc., ArcelorMittal Indiana Harbor LLC, ArcelorMittal Warren Inc., ArcelorMittal Riverdale Inc., Mittal Steel USA – Venture Inc., ArcelorMittal Plate LLC, ISG Sparrows Point LLC, ArcelorMittal Steelton LLC, ArcelorMittal Lackawanna LLC, ArcelorMittal Burns Harbor LLC, ArcelorMittal Columbus LLC, ArcelorMittal Georgetown Inc., Mittal Steel USA – Railways Inc., ArcelorMittal Hibbing Inc., Hibbing Taconite Holding Inc., ISG Acquisition Inc., ArcelorMittal Real Estate Inc. and ArcelorMittal Tow Path Valley Business Park Development Company.

Amendment of Certain Definitions. If approved, the Proposed Amendments would amend or amend and restate the definitions set forth below:

Finco Guarantors. Prior to the Permitted Finco Collapse Transaction, this term was defined to mean each of ArcelorMittal Partnership (formerly Ispat Inland, L.P.), 3019693 Nova Scotia U.L.C. and ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC). The Proposed Amendments provide that, after a Permitted Finco Reconstitution Transaction, the term “Finco Guarantors” would mean each of ArcelorMittal Finance LLC and 3222193 Nova Scotia Company.

Permitted Finco Collapse Transaction. This term sets forth the specific manner in which the “tower” financing structure could be collapsed without obtaining the prior consent of the Holders. See “Description of the Notes — Certain Definitions — Permitted Finco Collapse Transaction”. The Proposed Amendments would amend this definition to permit us to collapse the new “tower” financing structure we intend to establish in connection with a Permitted Finco Reconstitution Transaction.

Qualified Securitization Transaction. This term describes certain transactions in which the Company or any of its Restricted Subsidiaries is permitted to sell (or grant a security interest in) Receivables and Related Assets or Inventory and Related Assets. See “Description of the Notes — Certain Definitions — Qualified Securitization Transaction”. The Proposed Amendments would amend this definition to permit us to sell, even when we are not in a Suspension Period as is currently the case, Receivables and Related Assets or Inventory and Related Assets to any Person, not just to a Securitization Subsidiary as the Indenture currently contemplates.

Amendment of Certain Covenants. If approved, the Proposed Amendments would amend the covenants set forth below:

Section 4.13. Legal Existence. This covenant requires, with certain exceptions, the Issuer to do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, the corporate, partnership or other existence of the Company, the Finco Guarantors and each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Issuer, the Company, the Finco Guarantors and the Restricted Subsidiaries. The Proposed Amendments would amend this covenant to permit us to engage in the Permitted Finco Reconstitution Transaction.

Section 4.19. Limitation on Business Activities of the Issuer and the Finco Guarantors Prior to a Permitted Finco Collapse Transaction. Prior to the Permitted Finco Collapse Transaction that concluded on December 28, 2007, this covenant restricted the business activities of the Issuer and the Finco Guarantors. The Proposed Amendments provide that this covenant, in similar form to that which existed prior to the conclusion of the Permitted Finco Collapse Transaction, would become operative until such time as there is a subsequent Permitted Finco Collapse Transaction.

Section 4.20. Limitation on Business Activities of the Issuer following a Permitted Finco Collapse Transaction. This covenant currently restricts the business activities of the Issuer, including its ability to engage in the Permitted Finco Reconstitution Transaction. See “Description of the Notes — Covenants of the Issuer Following a Permitted Finco Collapse Transaction”. The Proposed Amendments would amend this covenant to permit us to engage in the Permitted Finco Reconstitution Transaction.

Proposed Amendments to the Mortgage and Series Z First Mortgage Bonds

The Proposed Amendments to the Mortgage and Series Z First Mortgage Bonds include, among other things:

•

the addition of ArcelorMittal and substantially all of the domestic subsidiaries of ArcelorMittal USA as additional guarantors of the Series Z First Mortgage Bonds;

	•		a requirement that ArcelorMittal USA pay additional interest on the Series Z First Mortgage Bonds in an amount of 1.0% per annum after a Permitted Finco Reconstitution Transaction has occurred, but prior to any subsequent Permitted Finco Collapse Transaction (as such term is defined in the Supplemental Indenture); and

	•		a requirement that in the event that any portion of the Series Z First Mortgage Bonds are prepaid prior to April 1, 2014, the rate of interest payable on the Series Z First Mortgage Bonds would be amended to provide for an additional payment equal to the sum of (x) the unamortized loan finance fees from the 2004 refinancing of the Issuer’s predecessor company, Ispat Inland ULC, which are allocable to the portion of the Series Z First Mortgage Bonds so prepaid and (y) the amount of transaction costs incurred in respect of the Permitted Finco Collapse Transaction or Permitted Finco Reconstitution Transaction occurring on or prior to such date.

Proposed Amendments to the Security Agreement

The Proposed Amendment to the Security Agreement would amend and restate the proviso at the end of Section 2 of the Security Agreement to clarify that Receivables and Related Assets, other than any right of payment in respect of Inventory that is not an Account or Chattel Paper (as such terms are defined in the Security Agreement), are not part of the Collateral securing the Notes. The effect of this amendment would be to exclude from the Collateral securing the Notes any receivables secured by specific goods (including specific sold inventory) to the extent constituting Chattel Paper (within the meaning of the UCC). This is in addition to the exclusion that already exists for receivables secured by property other than specific goods to the extent constituting an Account, as such term is defined in the UCC.

The Proposed Amendments constitute a single proposal, and a consenting Holder must consent to the adoption of the Proposed Amendments as an entirety and may not consent selectively with respect to certain Proposed Amendments. Accordingly, a Consent delivered by a Holder purporting to consent only to some of the Proposed Amendments will be treated as a Consent by such Holder to all of the Proposed Amendments. Once the Proposed Amendments become operative, each present and future holder of the Notes will be bound by the Proposed Amendments, whether or not such holder delivered a Consent.

THE SOLICITATION TERMS

Overview

In order to approve the Proposed Amendments, the Issuer must receive the Requisite Consents, which means valid and unrevoked consents of Holders of not less than a majority in outstanding aggregate principal amount of the Notes. As of the Record Date, there was $422,500,000 aggregate principal amount of Notes outstanding. As of the Record Date, neither the Issuer nor any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer held any Notes.

Promptly following the receipt of the Requisite Consents, and compliance with the conditions contained in the Indenture, the Supplemental Indenture may be executed, and the Supplemental Indenture will, upon such execution, become immediately effective. The Proposed Amendments will not become operative, however, until the Consent Payment has been made, which is expected to be [ ], 2008 (the “Payment Date”). If the Proposed Amendments become operative, they will be binding on all Holders of the Notes and their successors and transferees, whether or not such holders consented to the Proposed Amendments.

The delivery of a Consent will not affect a Holder’s right to sell or transfer its Notes, and a sale or transfer of Notes after the Record Date will not have the effect of revoking any Consent theretofore validly given by the Holder of such Note. Therefore, each properly executed and delivered Consent will be counted notwithstanding any sale or transfer of the Note to which such Consent relates, unless the applicable Holder has complied with the procedure for revoking Consents, as described herein and in the Consent Letter. No consent will be valid or effective for more than 120 days from the Record Date.

Failure to deliver a Consent will have the same effect as if a Holder had voted “No” to the Proposed Amendments. A transferee of a Note whose Holder consented to the Proposed Amendments may not revoke such Consent, except pursuant to a proxy granted to such transferee by such Holder.

The Consent Payment

If the Payment Conditions are satisfied or otherwise waived with respect to the Notes, the Issuer will pay to each Holder who delivered a valid and unrevoked Consent to the Tabulation Agent prior to the Expiration Date a one-time cash payment of $1.25 for each $1,000 principal amount of Notes held by such Holder (and to which such Consent relates).

The right to receive a Consent Payment is not transferable with a Note. The Tabulation Agent, on behalf of the Issuer, will make the Consent Payments only to the persons who were Holders on the Record Date and who have delivered valid and unrevoked Consents prior to the Expiration Date pursuant to the terms hereof. No other holder of Notes will be entitled to receive any Consent Payment. The Consent Payment will be paid on the Payment Date.

Consents will expire if the Requisite Consents have not been obtained on or before the Expiration Date (which term includes any extension of the original Expiration Date). No consent will be valid or effective for more than 120 days from the Record Date. Interest will not accrue on or be payable with respect to any Consent Payments.

Record Date

This Consent Solicitation Statement and the Consent Letter are being sent to all persons who were Holders on the Record Date (defined to be 5:00 p.m., New York time, on [ ], 2008) and as many beneficial owners of the Notes as the Issuer is reasonably able to identify. Such date has been fixed by the Issuer as the date for the determination of Holders entitled to give Consents and receive the Consent Payment, if payable, pursuant to the Solicitation. The Issuer reserves the right to establish, from time to time but in all cases prior to receipt of the Requisite Consents, any new date as such Record Date for the Notes and, thereupon, any such new date will be deemed to be the Record Date for the Notes for purposes of the Solicitation.

Procedures for Delivering Consents

Holders who wish to consent to the Proposed Amendments should deliver one or more properly completed Consent Letters signed by such Holder by mail, hand delivery, overnight courier or by facsimile transmission to the Tabulation Agent at its address or facsimile number set forth on the back cover page of this Consent Solicitation Statement. The Issuer shall have the right to determine whether any purported Consent satisfies the requirements of this Consent Solicitation Statement and the Indenture, and any such determination shall be final and binding on the Holder who delivered such Consent or purported Consent. Consent Letters must be delivered to the Tabulation Agent prior to the Expiration Date.

Only Holders (i.e., persons in whose name a Note is registered or their duly designated proxies) may execute and deliver a Consent. For purposes of the Solicitation, the term “Holder” means (i) any Record Holder and (ii) any other person who has obtained a proxy in a form reasonably acceptable to the Issuer that authorizes such other person (or person claiming title by or through such other person) to vote Notes on behalf of such Record Holder. Accordingly, for purposes of the Solicitation, the term “Holder” includes DTC Participants that have been granted a proxy by DTC, through which a beneficial owner’s Notes may be held of record as of the Record Date. DTC is expected to grant an omnibus proxy authorizing DTC Participants to deliver Consents. Any beneficial owner whose Notes are held through a broker, dealer, commercial bank, trust company or other nominee and who wishes to consent to the Proposed Amendments should contact the Holder of its Notes promptly and instruct such Holder to consent on its behalf.

All Consent Letters that are properly completed, signed and delivered to the Tabulation Agent prior to the Expiration Date (and accepted by the Issuer as such), and not revoked prior to the Execution Time, will be given effect in accordance with the specifications thereof. Signatures must be guaranteed in accordance with paragraph 6 of the instructions in the Consent Letter.

Holders who desire to consent to the Proposed Amendments should so indicate by signing and dating the Consent Letter and mailing, faxing (with an original delivered subsequently) or otherwise delivering it to the Tabulation Agent at the address or facsimile number listed on the back cover page of this Consent Solicitation Statement in accordance with the instructions contained herein and in the Consent Letter. Consent Letters should not be delivered to the Issuer, the Guarantors, the Trustee or the Solicitation Agent. However, the Issuer reserves the right to accept any Consent received by it, the Guarantors, the Trustee or the Solicitation Agent. Under no circumstances should any person tender or deliver Notes to the Issuer, the Guarantors, the Trustee, the Solicitation Agent, the Tabulation Agent or the Information Agent.

If Notes to which a Consent relates are held by two or more joint Holders, all such Holders must sign the relevant Consent Letter. If a signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other Holder acting in a fiduciary or representative capacity, such person should so indicate when signing and must submit proper evidence satisfactory to the Issuer of such person’s authority so to act. If Notes are held in different names, separate Consent Letters must be executed covering each name.

If a Consent relates to fewer than all of the Notes held of record as of the Record Date by the Holder providing such Consent, such Holder must indicate on the Consent Letter the principal amount (in integral multiples of $1,000) of Notes to which the Consent relates. Otherwise, the Consent will be deemed to relate to all such Notes held by such Holder. A Consent Payment will be paid only for such portion of the Notes to which a Consent relates.

HOLDERS WHO WISH TO CONSENT SHOULD MAIL, HAND DELIVER, SEND BY OVERNIGHT COURIER OR FACSIMILE (FOLLOWED BY DELIVERY BY HAND OR OVERNIGHT COURIER OF AN ORIGINAL) THEIR PROPERLY COMPLETED, EXECUTED AND DATED CONSENT LETTER TO THE TABULATION AGENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN AND IN THE CONSENT LETTER. REVOCATIONS OF CONSENTS SHOULD BE SENT TO THE TABULATION AGENT. THE CONSENT PAYMENT WILL BE PAID ONLY TO HOLDERS WHOSE CONSENT LETTERS ARE RECEIVED BY THE TABULATION AGENT (AND NOT SUBSEQUENTLY REVOKED) PRIOR TO THE EXPIRATION DATE. NEITHER CONSENTS NOR REVOCATIONS OF CONSENTS SHOULD BE SENT TO THE ISSUER, THE GUARANTORS, THE TRUSTEE, THE SOLICITATION AGENT OR THE INFORMATION AGENT. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CONSENT LETTERS AND

REVOCATIONS, IS AT THE ELECTION AND RISK OF THE HOLDER. IN NO EVENT SHOULD A HOLDER TENDER OR DELIVER CERTIFICATES EVIDENCING SUCH HOLDER’S NOTES.

THE ISSUER RESERVES THE RIGHT TO RECEIVE CONSENTS BY ANY OTHER REASONABLE MEANS OR IN ANY FORM THAT REASONABLY EVIDENCES THE GIVING OF A CONSENT.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance and revocation of a Consent will be resolved by the Issuer, in its sole discretion, which resolution shall be final and binding, subject only to such final review as may be prescribed by the Trustee concerning proof of execution and ownership. The Issuer reserves the right to reject any and all Consents not validly given or any Consent the Issuer’s acceptance of which could, in the opinion of the Issuer or its counsel, be unlawful. The Issuer also reserves the right to waive any defects or irregularities in the delivery of a Consent or modify the conditions to the Solicitation (subject to any requirement to extend the Expiration Date in accordance with applicable law). The interpretation by the Issuer of the terms and conditions of the Solicitation (including the Consent Letter and the instructions thereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with deliveries of Consents must be cured within such time as the Issuer shall determine. None of the Issuer, the Guarantors, the Trustee, the Solicitation Agent, the Tabulation Agent, the Information Agent or any other person shall be under any duty to give notification of defects, irregularities or waivers with respect to deliveries of Consents, nor shall any of them incur any liability for failure to give such notification.

Expiration Date; Extensions; Amendment

The Expiration Date shall occur at 5:00 p.m., New York time, on [___], 2008, unless the Issuer, in its sole discretion, extends the period during which the Solicitation is open, in which event the Expiration Date shall be the last date for which an extension is effective. In order to extend the Expiration Date, the Issuer will notify the Tabulation Agent of any extension by oral or written notice and will make a public announcement thereof, each at or prior to 9:00 a.m., New York time, on the next business day after the previously scheduled Expiration Date. Such announcements may state that the Issuer is extending the Solicitation for a specified period of time or on a daily basis. Failure of any Holder or beneficial owner of Notes to be so notified will not affect the extension of the Solicitation.

Notwithstanding anything to the contrary set forth in this Consent Solicitation Statement (other than an extension of the Solicitation pursuant to the next paragraph), the Issuer reserves the right, in its sole discretion and subject to applicable law, at any time prior to the Execution Time to: (i) waive any condition to the Solicitation and accept all Consents previously given pursuant to the Solicitation; (ii) extend the Expiration Date and, unless otherwise provided for in this Consent Solicitation Statement, retain all Consents delivered pursuant to the Solicitation; (iii) amend the terms of the Solicitation in any respect; (iv) terminate the Solicitation and not accept any Consents; or (v) modify the form or amount of the consideration to be paid pursuant to the Solicitation.

If the Solicitation is amended in any material manner, or the Issuer waives or modifies any material conditions to the Solicitation, the Issuer will promptly disclose such amendment, waiver or modification in a public announcement, and the Issuer will extend the Solicitation to the extent required by applicable law. Pursuant to Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), if the Issuer (a) reduces the principal amount of the Notes subject to the Solicitation or (b) reduces or increases the Consent Payment, then the Issuer will extend the Solicitation as required by applicable law and, if required by applicable law, extend the Expiration Date. Any change in the Consent Payment offered to Holders will be paid to all Holders who have previously delivered a valid and unrevoked Consent.

Without limiting the manner in which the Issuer may choose to make a public announcement of any extension, amendment or termination of the Solicitation, the Issuer shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely press release and complying with any applicable notice provisions of the Indenture and applicable law.

Revocation of Consents

Consents may be revoked by Holders at any time prior to the Execution Time. Unless properly revoked, a Consent by a Holder shall bind the Holder of such Notes and every subsequent Holder of such Notes or portion of such Notes that evidences the same debt as the consenting Holder’s Notes, even if a notation of the Consent is not made on any such Notes. No consent will be valid or effective for more than 120 days from the Record Date.

Any Holder of Notes as to which a Consent has been given may revoke such Consent as to such Notes or any portion of such Notes (in integral multiples of $1,000) by delivering a written notice of revocation or a changed Consent Letter bearing a date later than the date of the prior Consent Letter to the Tabulation Agent at any time prior to the Execution Time with respect to such Notes. Any notice of revocation received after the Execution Time with respect to any Notes will not be effective.

To be effective, a notice of revocation must be in writing signed by the Holder, must contain the name of the Holder and the principal amount of the Notes to which it relates, must be received by the Tabulation Agent before the Execution Time and must be signed in the same manner as the original Consent Letter. All revocations of Consents should be addressed to the Tabulation Agent at the address set forth on the back cover of this Consent Solicitation Statement.

The Issuer reserves the right to contest the validity of any revocation and all questions as to the validity (including time of receipt) of any revocation will be determined by the Issuer in its sole discretion, which determination will be conclusive and binding subject only to such final review as may be prescribed by the Trustee concerning proof of execution and ownership. None of the Issuer, any of its affiliates, the Solicitation Agent, the Tabulation Agent, the Information Agent, the Trustee or any other person will be under any duty to give notice of any defects or irregularities with respect to any revocation and none of them shall incur any liability for failure to give any such notice.

Conditions to the Solicitation

Notwithstanding any other provision of the Solicitation and in addition to (and not in limitation of) the Issuer’s rights to terminate, extend and or amend the Solicitation in compliance with applicable securities laws, the obligation of the Issuer to make a Consent Payment with respect to the Notes is subject to: (i) the execution by the Issuer, the Successor Issuer, the New Finco Guarantors, the Guarantors and the Trustee of the Supplemental Indenture implementing the Proposed Amendments following receipt of the Requisite Consents; and (ii) the satisfaction of the General Conditions (as hereinafter defined) (collectively, the “Payment Conditions”).

The General Conditions shall be deemed to have been satisfied unless any of the following conditions (the “General Conditions”) shall occur on or after the date of this Consent Solicitation Statement and prior to the Execution Time, subject to the next paragraph:

	(a)		there shall have been any action taken or threatened, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced or deemed applicable to the Solicitation or the Proposed Amendments by or before any court or governmental regulatory or administrative agency or authority or tribunal, domestic or foreign, which (i) challenges the making of the Consent Payment or the implementation of the Proposed Amendments or might, directly or indirectly, prohibit, prevent, restrict or delay the consummation of the Solicitation or the Proposed Amendments or otherwise adversely affects in any material manner the Solicitation or the Proposed Amendments or (ii) in the reasonable judgment of the Issuer, will, or is reasonably likely to, (A) materially adversely affect the business, condition (financial or otherwise), income, operations, properties, assets, liabilities or prospects of the Issuer and its subsidiaries, taken as a whole, or (B) materially impair the contemplated benefits of the Solicitation or the Proposed Amendments to the Issuer or any of its affiliates;

	(b)		there shall have occurred or be reasonably likely to occur any event affecting the business or financial condition or results of operations of the Issuer or its affiliates that, in the reasonable judgment of the Issuer, (i) would or might prohibit, prevent, restrict or delay consummation of the

		Solicitation or the Proposed Amendments or (ii) will, or is reasonably likely to, materially impair the contemplated benefits of the Solicitation or the Proposed Amendments to the Issuer or any of its affiliates;

(c)		there shall have occurred, in each case in the reasonable judgment of the Issuer, (i) any general suspension of or limitation on trading in securities in the United States securities or financial markets (whether or not mandatory), (ii) any significant adverse change in the price of the Notes, (iii) a material impairment in the trading market for debt securities, (iv) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether or not mandatory), (v) any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, (vi) a commencement of a war, armed hostilities, act of terrorism or other national or international crisis directly or indirectly relating to the United States, (vii) any significant adverse change in United States securities or financial markets generally, (viii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would be likely to materially impair the contemplated benefits of the of the Solicitation or the Proposed Amendments to the Issuer or its affiliates or (ix) in the case of any of the foregoing existing at the time of the commencement of the Solicitation, an acceleration or worsening thereof; or

(d)		the Trustee shall have objected in any respect to, or taken any action that could, in the reasonable judgment of the Issuer, adversely affect the consummation of the Solicitation or the Proposed Amendments or shall have taken any action that challenges the validity or effectiveness of the procedures used by the Issuer in soliciting Consents to the Proposed Amendments (including the form thereof).

The foregoing conditions are for the sole benefit of the Issuer and may be asserted by the Issuer regardless of the circumstances giving rise to any such condition (including any action or inaction by the Issuer or its affiliates) and, where possible, may be waived by the Issuer, in whole or in part, at any time and from time to time, in the sole discretion of the Issuer, subject to applicable law. The failure by the Issuer at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right, and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

Solicitation Agent, Tabulation Agent and Information Agent

The Issuer has retained Citigroup Global Markets Inc. to serve as its Solicitation Agent and Global Bondholder Services Corporation to serve as its Tabulation Agent and as its Information Agent in connection with the Solicitation. In its capacity as Solicitation Agent, Citigroup Global Markets Inc. may contact Holders regarding the Notes and may request brokers, dealers, commercial banks, trust companies and other nominees to forward this Consent Solicitation Statement and related materials to the beneficial owners of the Notes. The Solicitation Agent has not been retained to render an opinion as to the fairness of the Solicitation. The Issuer has agreed to reimburse the Solicitation Agent for its out-of -pocket expenses, including the fees and expenses of its counsel, and to indemnify the Solicitation Agent against certain liabilities and expenses, including certain liabilities under the federal securities laws. At any time, the Solicitation Agent may trade the Notes for its own account or for the accounts of its customers and, accordingly, may have a long or short position in the Notes. The Solicitation Agent and its affiliates have provided in the past, and are currently providing, other investment banking, commercial banking and/or financial advisory services to the Issuer or its affiliates. The Solicitation Agent and its affiliates may make a market in the Notes and may hold Notes for their own accounts. The Solicitation Agent, the Tabulation Agent and the Information Agent each will receive a fee from the Issuer for serving in such capacities.

THE ISSUER HAS NOT AUTHORIZED ANY PERSON (INCLUDING THE SOLICITATION AGENT, THE TABULATION AGENT AND THE INFORMATION AGENT) TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE SOLICITATION OTHER THAN AS SET FORTH HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER, THE GUARANTORS, THE

SOLICITATION AGENT, THE TABULATION AGENT, THE INFORMATION AGENT OR ANY OTHER PERSON.

Requests for assistance in filling out and delivering Consent Letters or for additional copies of this Consent Solicitation Statement or the Consent Letter may be directed to the Information Agent at its address or telephone number set forth on the back cover of this Consent Solicitation Statement.

Fees and Expenses

The Issuer will bear the costs of the Solicitation, including the fees and expenses of the Solicitation Agent, the Tabulation Agent and the Information Agent. The Issuer will pay the Trustee under the Indenture “reasonable compensation for its services”, plus reimbursement for reasonable disbursements, expenses and advances incurred or made by it, in connection with the Solicitation.

Miscellaneous

The Solicitation is not being made to, and Consent Letters will not be accepted from or on behalf of, Holders in any jurisdiction in which the making of the Solicitation or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, the Issuer may, in its discretion, take such action as it may deem necessary to make the Solicitation lawfully in any such jurisdiction and to extend the Solicitation to Holders in such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Solicitation to be made by a licensed broker or dealer, the Solicitation will be deemed to be made on behalf of the Issuer by the Solicitation Agent or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

RISK FACTORS

You should carefully consider the information set forth in this section, together with the other information provided to you or incorporated into this Consent Solicitation Statement, before delivering a Consent to the Proposed Amendments.

The risk factors set forth in the section entitled “Risk Factors” in ArcelorMittal’s Annual Report on Form 20-F for the year ended December 31, 2007, and in the other documents ArcelorMittal files with or furnishes to the SEC after the date of this Consent Solicitation Statement, are incorporated by reference into this Consent Solicitation Statement.

There is no established trading market for the Notes, and you may find it difficult to sell your Notes.

There is no existing trading market for the Notes. We have not applied, and do not intend to apply, for listing or quotation of the Notes on any exchange. Therefore, we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be, nor can we make any assurances regarding the ability of holders of Notes to sell their Notes or the price at which Notes might be sold. As a result, the market price of the Notes could be adversely affected. Historically, the market for non investment grade debt, which the Notes were when they were originally issued, has been subject to disruptions that have caused substantial volatility in the prices of securities. Any disruptions may make it more difficult for holders to sell their Notes and may have an adverse effect on the price at which the Notes might be sold.

There may not be sufficient collateral to pay all or any of the Notes.

The value of the collateral securing the Notes may be insufficient to secure their payment. The Notes are secured by the First Mortgage Bonds that are secured by a mortgage on essentially all the real property comprising our Indiana Harbor East plant, a 1,900 acre facility located in East Chicago, Indiana. Additionally, a substantial portion of the property, plant and equipment of the Indiana Harbor East facility is subject to the lien of the Mortgage. The Series Z First Mortgage Bonds are the only bonds outstanding under the Mortgage. As of December 31, 2007, the property, plant and equipment of the Indiana Harbor East facility securing the First Mortgage Bonds had a net book value of approximately $1.5 billion. However, the net book value may not be indicative of the value that could be realized in connection with a sale upon foreclosure. Additionally, the Indenture permits ArcelorMittal USA to grant liens ranking senior to the liens securing the Notes to secure indebtedness in a principal amount based on the book value of ArcelorMittal USA’s inventory and receivables and on an unlimited basis during a Suspension Period (as defined in “Description of the Notes — Certain Definitions”). As of the date of this Consent Solicitation Statement, a Suspension Period was in effect, which generally means that the Notes are rated Investment Grade (as defined in “Description of the Notes — Certain Definitions”) by two Rating Agencies (as defined in “Description of the Notes — Certain Definitions”). See “Description of the Notes — Limitation on Liens”.

The actual value of the collateral at any time will depend upon market and other economic conditions. By its nature, much of the collateral will consist of illiquid assets that may have to be sold at a substantial discount in an insolvency situation and may have no readily ascertainable market value. In the event of a foreclosure, liquidation, bankruptcy or similar proceeding, the proceeds from any sale or liquidation of this collateral may not be sufficient to pay the obligations under the Notes and the other indebtedness secured by First Mortgage Bonds. In the event that the proceeds from any sale or liquidation of the collateral received by the trustee are insufficient to pay our obligations under the Notes, the holders of the Notes (to the extent not repaid from the proceeds of the sale of the collateral) would only have an unsecured claim against ArcelorMittal USA’s remaining assets.

In the event of a bankruptcy of any pledgor of the First Mortgage Bonds or ArcelorMittal USA, the ability of the trustee for the Notes or the trustee for the First Mortgage Bonds to realize upon the collateral will be subject to certain bankruptcy law limitations.

The ability of holders of the Notes to realize upon the collateral securing the Notes and the ability of the trustee for the First Mortgage Bonds to realize on the collateral securing the First Mortgage Bonds will be subject to certain bankruptcy law limitations in the event of a bankruptcy of any entity pledging the First Mortgage Bonds or ArcelorMittal USA. Under applicable federal bankruptcy laws, secured creditors are prohibited from repossessing their security from a debtor in a bankruptcy case, or from disposing of security repossessed from such a debtor,

without bankruptcy court approval. Moreover, applicable federal bankruptcy laws generally permit the debtor to continue to retain collateral even though the debtor is in default under the applicable debt instruments, provided generally that the secured creditor is given “adequate protection”. The meaning of the term “adequate protection” may vary according to the circumstances, but is intended in general to protect the value of the secured creditor’s interest in the collateral at the commencement of the bankruptcy case and may include cash payments or the granting of additional security, if and at such times as the court in its discretion determines, for any diminution in the value of the collateral as a result of the stay of repossession or disposition of the collateral by the debtor during the pendency of the bankruptcy case. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, we cannot predict whether payments under the Notes would be made following commencement of and during a bankruptcy case, whether or when the trustees under the indentures for the Notes or the First Mortgage Bonds could foreclose upon or sell the collateral or whether or to what extent holders of Notes would be compensated for any delay in payment or loss of value of the collateral through the requirement of “adequate protection”.

A downgrade in our or ArcelorMittal’s credit rating could adversely affect the trading price of the Notes.

The trading prices for the Notes is directly affected by our and ArcelorMittal’s credit rating. Credit rating agencies continually revise their ratings for companies that they follow, including us. Any ratings downgrade could adversely affect the trading price of the Notes or the trading market for the Notes to the extent a trading market for the Notes develops. The condition of the financial and credit markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. Fluctuations in interest rates may give rise to arbitrage opportunities based upon changes in the relative value of the Notes. Any trading by arbitrageurs could, in turn, affect the trading prices of the Notes.

You may not be able to recover in civil proceedings against ArcelorMittal for U.S. securities laws violations.

ArcelorMittal is organized under the laws of Luxembourg with its principal executive offices and corporate seat in Luxembourg. The majority of ArcelorMittal’s directors and senior management are residents of jurisdictions outside the United States. The majority of ArcelorMittal’s assets and the assets of these persons are located outside the United States. As a result, U.S. investors may find it difficult to effect service of process within the United States upon ArcelorMittal or these persons or to enforce outside the United States judgments obtained against ArcelorMittal or these persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against ArcelorMittal or these persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for a U.S. investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against ArcelorMittal’s directors and senior management and non-U.S. experts named in this Consent Solicitation Statement.

Luxembourg insolvency laws may adversely affect a recovery by the holders of the Notes under the ArcelorMittal guarantee.

ArcelorMittal, a guarantor of the Notes, is a Luxembourg company. If ArcelorMittal had to pay the holders of the Notes under the guarantee, because Luxembourg insolvency laws differ significantly from insolvency proceedings in the United States, such laws may make it more difficult for holders of the Notes to effect a restructuring of ArcelorMittal or to recover the amount they would have recovered in a liquidation or bankruptcy proceeding in the United States. There are a number of insolvency regimes under Luxembourg law. Bankruptcy proceedings (faillite) are primarily designed to liquidate and distribute the assets of a debtor to its creditors. Two formal corporate rescue procedures exist – controlled management (gestion contrôlée), which involves one or several auditors preparing a plan of re-organization or a plan for the realization and distribution of the assets, and composition proceedings (concordat préventif de la faillite), whereby a judge is appointed to oversee the negotiation of an agreement between the debtor and his creditors. A judgment in bankruptcy proceedings has the effect of removing the power from the company to manage its assets and of stopping all attachment or garnishment proceedings brought by unsecured or non-privileged creditors. However, this type of judgment has no effect on creditors holding certain forms of security, such as pledges. A secured creditor holding a pledge can retain possession of the pledged assets until he receives payment. The ratification of the composition in composition proceedings will have no effect on creditors who, having secured claims, did not participate in the composition

proceedings and did not, therefore, waive their rights or priority, their mortgages or pledges. These creditors may continue to act against the debtor in order to obtain payment of their claims and they may enforce their rights, obtain attachments and obtain the sale of the assets securing their claims.

A recovery under Luxembourg law, therefore, could involve a sale of the assets of the debtor in a manner that does not reflect the going concern value of the debtor. Consequently, Luxembourg insolvency laws could preclude or inhibit the ability of the holders of the Notes to effect a restructuring of ArcelorMittal and could reduce their recovery in a Luxembourg insolvency proceeding. As December 31, 2007, ArcelorMittal’s subsidiaries had approximately $30.3 billion of debt.

In connection with Luxembourg bankruptcy proceedings, the assets of a debtor are generally liquidated and the proceeds distributed to the debtor’s creditors on the basis of the relative claims of those creditors, and certain parties (such as secured creditors) will have special rights that may adversely affect the interests of holders of the Notes. The claim of a creditor may be limited depending on the date the claim becomes due and payable in accordance with its terms. Each of these claims will have to be resubmitted to the receiver of ArcelorMittal to be verified by the receiver. Any dispute as to the valuation of claims will be subject to court proceedings. These verification procedures could cause holders of the Notes to recover less than the principal amount of their Notes or less than they could recover in a U.S. liquidation. Such verification procedures could also cause payments to the holders of the Notes to be delayed compared with holders of undisputed claims.

Canadian insolvency laws may adversely affect a recovery by holders of the Notes.

3222193 Nova Scotia Company, which will become a guarantor of the Notes upon the consummation of the Permitted Finco Reconstitution Transaction, is an unlimited company incorporated under the laws of the Province of Nova Scotia, Canada. The ability of the holders of the Notes to realize upon the assets of 3222193 Nova Scotia Company may be subject to certain bankruptcy and insolvency law limitations in the event of the bankruptcy or insolvency of this entity.

Canadian insolvency legislation of general application is federal. It consists of the Bankruptcy and Insolvency Act (Canada), or the BIA, the Winding up and Restructuring Act (Canada), or the WURA, and the Companies’ Creditors Arrangement Act (Canada), or the CCAA. Under the BIA and the WURA, the assets of an insolvent company may be liquidated subject to the rights of secured creditors and the proceeds distributed to ordinary creditors who have proved claims against the debtor company. Alternatively, each of the BIA, the CCAA and the WURA permits an insolvent company to obtain a stay of proceedings and restructure its obligations to creditors subject to court supervision and the provisions of those statutes. Under the BIA and the CCAA, a restructuring of the obligations of the debtor company must be approved by a majority in number representing two-thirds in value of each class of creditors affected by the restructuring. Under the WURA, the requirement for approval is a majority in number representing three-quarters in value of each class of creditors affected by the restructuring.

If it applies, the CCAA is often the statute of choice. Under the CCAA, an insolvent company applies to the court for an order obtaining a temporary stay of proceedings against it by creditors and other persons dealing with the insolvent company of up to 30 days, which can be extended by the court in order to permit the debtor company to present a restructuring plan to its creditors, seek approval and implement such plan. The CCAA requires that a court officer be appointed to monitor the affairs of the insolvent company while it is under court supervision and to report to the court on the state of the insolvent company’s business and financial affairs, including any material adverse change therein while the insolvent company is under court protection. Subject to orders of the court either increasing the powers of the monitor or appointing an interim receiver, the insolvent company and its management remain in possession and control of the assets of the insolvent company while it is under court protection. Secured creditors would be prevented from exercising remedies based on defaults under their security without court approval.

ArcelorMittal is a holding company with no material assets other than its ownership interest in its subsidiaries. ArcelorMittal’s guarantee of the Notes is structurally subordinated to all liabilities of its subsidiaries that are not obligors on the Notes.

ArcelorMittal has guaranteed the Notes. In addition to guaranteeing the Notes, ArcelorMittal has guaranteed the debt and liabilities of some of its other subsidiaries. As of December 31, 2007, ArcelorMittal’s total consolidated debt (including ArcelorMittal USA’s debt) was approximately $30.6 billion. Of this debt, approximately $24.0 billion was guaranteed by ArcelorMittal. In addition, ArcelorMittal expects that it may enter into liquidity support agreements that may require it to make capital contributions or loans to certain of its subsidiaries. The Indenture governing the Notes does not restrict ArcelorMittal or its subsidiaries (other than the Issuer, ArcelorMittal USA and its restricted subsidiaries and the Finco Guarantors) from incurring additional debt or guaranteeing any debt of others in the future.

ArcelorMittal is a holding company and does not directly conduct any business operations. Its business is carried out by several operating subsidiaries consisting of us and its other subsidiaries. Your rights to receive payments under the guarantee will be junior to all liabilities of ArcelorMittal’s subsidiaries (other than the Issuer and the Guarantors).

The Issuer may be unable to purchase the Notes upon a change of control.

Upon the occurrence of “change of control” events, holders of the Notes may require the Issuer to purchase their Notes at 101% of their principal amount, plus accrued interest. The Issuer’s ability to repurchase Notes will depend on ArcelorMittal USA’s ability to repurchase a like aggregate amount of First Mortgage Bonds that have been pledged as collateral for the Notes. We cannot assure you that we will have the financial resources to repurchase the First Mortgage Bonds, particularly if that change of control event triggers a similar repurchase requirement for, or results in the acceleration of, other indebtedness. Future debt we incur may further limit our ability to purchase the First Mortgage Bonds upon a change of control. Moreover, the exercise by the holders of the Notes of their repurchase right could cause a default under that debt, even if the change of control itself does not cause a default, due to the financial effect on us. See “Description of the Notes — Change of Control”.

No title insurance policies or surveys were obtained with respect to the real property collateral that secures the First Mortgage Bonds.

Customary title insurance policies and surveys were not obtained with respect to the land and improvements located at the Indiana Harbor East facility that secure the First Mortgage Bonds, which, in turn, secure the Notes. As a result, no title insurance proceeds will be available in the event of any loss arising out of any challenge to our title to such mortgaged property or any liens or claims against such property that may have priority over the first mortgage, as amended and supplemented, which secures the First Mortgage Bonds. In addition, surveys that are provided typically to, among other things, confirm boundary lines of the mortgaged property and improvements located thereon and reveal the existence of encroachments or adverse possession claims will not be obtained. The existence of any such title defects, liens, claims or encroachments against such mortgaged property could impair the value of such property and reduce the amount that may be recovered upon foreclosure of the liens thereon.

The Notes and the subsidiary guarantees may not be enforceable because of fraudulent conveyance laws.

The guarantees by ArcelorMittal USA’s subsidiaries may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of our unpaid creditors. Generally, under these laws, if in such a case or lawsuit a court were to find that at the time a subsidiary of ArcelorMittal USA issued a guarantee:

	•		such subsidiary issued a guarantee with the intent of hindering, delaying or defrauding current or future creditors; or

	•		such subsidiary guarantor received less than reasonably equivalent value of fair consideration for its guarantee and such subsidiary guarantor:

was insolvent or was rendered insolvent by reason of the issuance of its guarantee;

	o		was engaged, or was about to engage, in a business or transaction for which such guarantor’s remaining assets constituted unreasonably small capital to carry on its business; or

	o		intended to incur, or believed that it would incur, indebtedness or other obligation beyond the ability to pay such indebtedness or obligation as it matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes);

then a court could void such subsidiary guarantee, subordinate the amounts owing under such guarantee to its presently existing or future indebtedness or take other actions detrimental to holders of Notes.

The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of the jurisdiction that is being applied in any such proceeding. Generally, a subsidiary would be considered insolvent if, at the time it incurred indebtedness or issued a guarantee:

	•		it could not pay its debt or contingent liabilities as they become due;

	•		the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation; or

	•		the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured.

If a guarantee is voided as a fraudulent conveyance or is found to be unenforceable for any other reason, holders of the Notes will not have a claim against such subsidiary guarantor.

If there is a foreclosure on the collateral securing the First Mortgage Bonds, you may be subject to claims and liabilities under environmental laws and regulations.

Lenders that hold a security interest in real property may be held liable under environmental laws for the costs of remediating or preventing releases or threatened releases of hazardous materials at or from the mortgaged property. While lenders that neither foreclose on nor participate in the management of a mortgaged property generally have not been subject to liability, lenders that take possession of a mortgaged property or that participate in the management of a mortgaged property must carefully and strictly adhere to federal and state rules to avoid liability. In this regard, the trustee for the Notes and the trustee for the First Mortgage Bonds would need to evaluate the impact of these potential liabilities before determining to foreclose on the mortgaged properties securing the First Mortgage Bonds and exercising other available remedies. In addition, the trustee for the Notes may refuse to direct the trustee under the First Mortgage Bonds to foreclose on the collateral securing the First Mortgage Bonds and the trustee under the First Mortgage Bonds may decline to foreclose upon the mortgaged properties or exercise remedies available to the extent that they do not receive indemnification to their satisfaction from the holders of the Notes.

The United Steelworkers of America could raise objections to a foreclosure sale by the trustee for the First Mortgage Bonds, which could delay the distribution of the proceeds of the foreclosure sale to the holders of the Notes.

In 1994, ArcelorMittal USA granted the United Steelworkers of America a subordinated mortgage on the Indiana Harbor East facility as collateral security for the payment of those post-retirement medical and life insurance benefits to retired employees that are not funded under ArcelorMittal USA’s welfare plan and trust, which are referred to as the Unfunded OPEB Obligations. By its terms, the United Steelworkers of America mortgage was subordinate in all respects to the First Mortgage, and the trustee under the First Mortgage was given full latitude to take all actions thereunder without the consent of, or notice to, the United Steelworkers of America. In addition, upon an event of default under the First Mortgage, the United Steelworkers of America agreed not to take any enforcement action under the subordinated mortgage except to join in any such action as is then being asserted by the trustee under the First Mortgage.

The subordinated mortgage contained a condition subsequent requiring that it be approved by the U.S. Department of Labor under the Employee Retirement Income Security Act of 1974, or ERISA, which approval was denied on November 22, 2004. The subordinated mortgage further provided that if such approval was not obtained, the mortgage would be null and void and the United Steelworkers of America would sign a release of the subordinated mortgage. Notwithstanding this requirement, to date the United Steelworkers of America have refused to sign a release. While we believe that the subordinated mortgage, by its express terms, is no longer in effect, we cannot assure you that the United Steelworkers of America would not assert a contrary position. If the subordinated mortgage were ultimately determined to be enforceable, in any future foreclosure sale by the Trustee for the First Mortgage Bonds, which would be governed by the Indiana mortgage foreclosure statute, the United Steelworkers of America could claim procedural deficiencies in the foreclosure action and seek to set aside the Sheriff’s sale if the sale proceeds were insufficient to pay off both the First Mortgage Bonds and the Unfunded OPEB Obligations. As a result, the distribution of the proceeds to the holders of the Notes from any foreclosure sale could be delayed pending a judicial resolution of any such claim.

USE OF PROCEEDS

We will not receive any cash proceeds from the Solicitation.

RATIO OF EARNINGS TO FIXED CHARGES

ArcelorMittal’s unaudited ratio of earnings to fixed charges for the periods indicated below was as follows:

Year ended December 31,

2007

2006

2005

2004

2003

Ratio of earnings to fixed charges

8.2x

6.5x

9.0x

23.5x

N/A

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. Earnings represent consolidated net income before extraordinary charges, income allocable to minority interests in consolidated entities that incurred fixed charges, consolidated provision for income taxes, fixed charges less interest capitalized, and undistributed earnings of less-than-50% owned affiliates. Fixed charges include interest expensed and capitalized and the interest portion of rental obligations. Amounts were prepared in accordance with IFRS. The ratio for 2003 is not available because Mittal N.V.’s financial statements were not prepared in accordance with IFRS for that year and doing so would be a significant effort and expense.

BUSINESS OF ARCELORMITTAL USA INC.

ArcelorMittal USA Inc., or ArcelorMittal USA, is one of North America’s largest steelmakers and serves a broad U.S. manufacturing base. On April 15, 2005, ArcelorMittal’s predecessor acquired International Steel Group Inc. and was renamed Mittal Steel USA ISG Inc. Effective December 31, 2005, Mittal Steel USA ISG Inc. merged with another subsidiary of ArcelorMittal’s predecessor, Ispat Inland Inc. Mittal Steel USA ISG Inc. was the surviving subsidiary and was renamed Mittal Steel USA Inc. (and was subsequently renamed ArcelorMittal USA Inc.). Both companies were indirect wholly owned subsidiaries of ArcelorMittal’s predecessor, Mittal N.V. As of December 31, 2007, ArcelorMittal USA had operations in 13 states of the United States with an annual raw steel production capability of approximately 27.0 million net tons. When referring to ArcelorMittal USA’s operations, net tons means short tons equal to 2,000 pounds.

ArcelorMittal USA is an indirect wholly owned subsidiary of ArcelorMittal, the world’s largest and most global steel company. ArcelorMittal has steelmaking operations in 20 countries on four continents, including 65 integrated, mini-mill and integrated mini-mill steelmaking facilities.

Steel Production

Steel is produced either by integrated steel facilities or electric arc furnaces. Integrated mills use blast furnaces to produce hot metal typically from iron ore, limestone and coke. Coke is a refined carbon product produced by firing coal in large coke ovens. Hot metal is then converted through the basic oxygen process into liquid steel where it can be metallurgically refined. For flat rolled steel products, liquid steel is either teemed into ingots for later processing or cast into slabs in a continuous caster machine. The slabs are further shaped or rolled at a plate mill or hot strip mill. In the production of sheet products, the hot strip mill process may be followed by various finishing processes, including pickling, cold-rolling, annealing, tempering or coating processes, including galvanizing (zinc coating). These various processes are often distinct steps undertaken at different times rather than during a continuous process and may take place in separate facilities. Steel produced by integrated mills tends to be cleaner or purer than steel produced by electric arc furnaces since less scrap is used in the production process and scrap contains non-ferrous tramp elements. These purer products are more often required for value-added applications.

A mini-mill uses an electric arc furnace to melt steel scrap or scrap substitutes, which for flat rolled products are then cast into slabs in a continuous casting process. The slabs are then rolled into finished product. Mini-mills are designed to accommodate shorter production runs with relatively fast product change-over time. Mini-mills generally produce a narrower range of steel products than do integrated producers and their products tend to be more of a commodity; however, mini-mills have historically enjoyed certain competitive advantages as compared to integrated mills, including lower required capital investment and lower labor costs per ton shipped.

Products

ArcelorMittal USA’s principal products include a broad range of hot-rolled, cold-rolled and coated sheets, tin mill products, carbon and alloy plates, wire rod, rail products, bars and semi-finished shapes to serve the automotive, construction, pipe and tube, appliance, container and machinery markets. All of these products are available in standard carbon grades, as well as high strength, low alloy grades for more demanding applications.

Hot-Rolled Products. All coiled flat-rolled steel is initially hot-rolled by passing a slab through a multistand rolling mill to reduce its thickness to less than 5/8 inch. Hot-rolled steel destined for the sheet market can be either shipped as black band, or cleaned in an acid bath and sold as pickled band. These products are used in non-critical surface applications such as automotive frames and wheels, construction products, pipe, off-highway equipment and guardrails.

Cold-Rolled Products. Cold-rolled sheet is hot-rolled coil that has been further processed through a pickler and then passed through a rolling mill without reheating until the desired gauge, or thickness, and other physical properties have been achieved. Cold-rolling reduces gauge and hardens the steel. Further processing through an annealing furnace and a temper mill improves ductility and formability. Cold-rolling can also impart various surface finishes and textures. Cold-rolled sheet is used in, among other things, steel applications that demand higher surface

quality, such as exposed automobile and appliance panels. Cold-rolled sheet prices are usually higher than hot-rolled steel prices. For certain applications, cold-rolled sheet is coated or painted.

Coated Products. Either hot-rolled or cold-rolled coil may be coated with zinc, aluminum or a combination thereof to render it corrosion resistant and to improve its paintability. Hot-dipped galvanized, galvannealed, Galvalume^TM, electrogalvanized and aluminized products are types of coated steel. These are also among the highest value-added sheet products because they require the greatest degree of processing and usually have the strictest quality requirements. Coated steel products are generally used in applications such as automobiles, household appliances, roofing and siding, heating and air conditioning equipment, air ducts, switch boxes, chimney flues, awnings and grain bins.

Plate. Plate is steel that is generally more than 3/16 inch thick. It can be made on either a coiled plate mill up to 1-inch thick or a discrete plate mill. The coiled plate or discrete mill plate is then cut into sections for specific end uses. Commodity steel plate is used in a variety of applications such as storage tanks, ships and railcars, large diameter pipe and machinery parts. More specialized steel plate, such as high-strength-low alloy, heat-treated, or alloy plate, can have superior strength and performance characteristics for particular applications such as the manufacture of construction, mining and logging equipment; pressure vessels and oil and gas transmission lines; and the fabrication of bridges and buildings. Quenched and tempered plate is harder and stronger and can be used in products such as military armor and hard rock mining equipment.

Tin Products. Tin mill sheet steel is used to produce food and other containers. It is available as black plate, tin plate and tin-free steel. Black plate is an uncoated thin gauge cold rolled steel, tin plate is black plate electrolytically plated with metallic tin and tin-free steel is black plate that has been electrolytically plated with metallic chromium and chromium oxides. Both tin plate and tin-free steel undergo a plating process whereby the molecules from the positively charged tin or chromium anode attach to the negatively charged sheet steel. The thickness of the coating is readily controlled through regulation of the voltage and speed of the sheet through the plating area.

Bars. Bars are long steel products that are rolled from billets. Merchant bars include rounds, flats, angles, squares, and channels that are used by fabricators to manufacture a wide variety of products such as furniture, stair railings, and farm equipment.

Rail. Billets and blooms are fed through rollers that form rail. Rail is produced in a number of sections determined by their weight per yard and relative strengths. Rail is sold to railroad companies and regional transit authorities for new track projects, as well as for the repair of existing track.

Wire Rod. Billets are fed through rolls that form wire rod. Wire rod is produced in a variety of grades and dimensions for further processing into wire products or fabricated to make fasteners.

Reinforcing Bar (Rebar). Billets are fed through rolls to form rebar. Rebar is used in construction with concrete and masonry structures.

Customers

ArcelorMittal USA sells its products to a highly diversified customer base representing all major steel-consuming markets as well as to third-party processors and service centers. Its customers are primarily in the Midwest and along the eastern seaboard of the United States.

Direct Sales to End-Users. ArcelorMittal USA primarily sells directly to end-users representing a wide range of consuming markets, including automotive, construction, appliance, transportation, container, machinery and equipment. Its sales, technical and engineering staff are organized with both a specific product (plate, flat rolled, tinplate, bar, wire rod and rail products) and geographic market focus.

Sales to Intermediate Processors and Steel Service Centers. A significant portion of ArcelorMittal USA’s sales are to intermediate processors and steel service centers. These processors and steel service centers typically act

as intermediaries between steel producers and various end-user manufacturers that require further processing or inventory programs. The additional services performed by steel service centers and processors include pickling, galvanizing, cutting to length, slitting to size, leveling, blanking, shape correcting, edge rolling, shearing and stamping.

Contract and Spot Sales. Less than half of ArcelorMittal USA’s sales in 2006 were on the spot market with price terms of three months or less. The majority of sales in 2006 were through longer-term customer contracts.

International Sales. Historically, the opportunities for sales outside the United States of steel products have been intermittent and highly competitive and ArcelorMittal USA’s international sales have been minimal.

Sales, Customer Service and Product Development

To properly service its customers, ArcelorMittal USA has a knowledgeable and dedicated sales force responsible for soliciting and servicing steel consumers. The sales organization is focused and organized by steel consuming market segments and is directed from a centralized commercial leadership group, which provides clarity and uniformity to the market. In addition, ArcelorMittal USA has a customer service organization at each of its producing locations that work closely with ArcelorMittal USA’s scheduling, operations, quality, and logistics organizations to provide information and service related to order fulfillment.

Technical resources exist within each division sales group, supported by plant technical personnel to help customers specify the proper material for each end-use. ArcelorMittal USA has a research and product development facility in Northwest Indiana.

Competition

Competition within the steel industry, both in the United States and globally, is intense and expected to remain so. ArcelorMittal USA’s primary U.S. competitors are United States Steel Corporation, Nucor Corporation, AK Steel Holding Corporation, and IPSCO Inc. The steel market in the United States is also served by a number of non-U.S. sources, and U.S. supply is subject to changes in worldwide demand and currency fluctuations, among other factors.

Numerous companies in the steel industry declared bankruptcy in the past ten years. They have either ceased production or more often continued to operate after being acquired or reorganized. In addition, some non-U.S. steel producers are owned and supported by their governments and their decisions with respect to production and sales may be influenced by political and economic policy considerations rather than by prevailing market conditions. The steel industry is highly cyclical in nature and subject to significant fluctuations in demand as a result of macroeconomic changes in global economies, including those resulting from currency volatility. The global steel industry is also generally characterized by overcapacity, which can result in downward pressure on steel prices and gross margins.

ArcelorMittal USA competes with other flat-rolled steel producers (both integrated steel mills and mini-mills) and producers of plastics, aluminum, ceramics, carbon fiber, concrete, glass, plastic and wood that can be used in lieu of flat-rolled steels in manufactured products. Mini-mills generally offer a narrower range of products than do integrated steel mills but can have some cost advantages as a result of their different production processes.

The competition in the discrete plate business, both carbon and alloy, is somewhat fragmented with ArcelorMittal USA having the largest capability and the widest product range domestically.

Price, quality, delivery and service are the primary competitive factors in all markets that ArcelorMittal USA serves and vary in relative importance according to the product category and specific customer.

Raw Materials

ArcelorMittal USA’s business depends on continued access to reliable supplies of various raw materials, principally, iron ore, coal, coke, scrap, energy and industrial gases. ArcelorMittal USA believes there will be adequate sources of its principal raw materials to meet its near term needs.

Iron Ore

For an integrated steelmaker, iron ore is an essential element in the production of steel. ArcelorMittal USA annually consumes approximately 25.0 million net tons of iron ore pellets and iron ore fines. Substantially all of its ore requirements are under contract or supplied by entities in which ArcelorMittal USA maintains an ownership interest. ArcelorMittal USA has a contract with Cleveland-Cliffs Inc., or Cliffs, to purchase iron ore through 2010. ArcelorMittal USA also has long-term contracts with several producers to supply its Sparrows Point facility. ArcelorMittal USA’s Hibbing Taconite joint venture’s mine and processing facilities supply substantially all of Burns Harbor’s current annual iron ore pellet requirements and are operated by Cliffs, which also owns 23% of the joint venture. ArcelorMittal USA also owns the Minorca Mine in Minnesota that supplies its Indiana Harbor East facility.

On March 19, 2007, ArcelorMittal USA and certain of its subsidiaries executed an umbrella agreement with Cliffs that covers the prices to be paid and the amounts to be purchased under three separate pre-existing iron ore pellet supply agreements with Cliffs for ArcelorMittal USA’s Cleveland and Indiana Harbor West, Indiana Harbor East, and Weirton facilities. This umbrella agreement replaces the Letter of Agreement dated as of April 12, 2006, between Cliffs and ArcelorMittal USA.

Under the terms of the umbrella agreement, the Pellet Sale and Purchase Agreement dated as of April 10, 2002 for ArcelorMittal Cleveland and ArcelorMittal Indiana Harbor, as previously amended, the Pellet Sale and Purchase Agreement dated as of December 31, 2002 for Ispat Inland, and the Amended and Restated Pellet Sale and Purchase Agreement dated as of May 17, 2004 for ISG Weirton are modified to aggregate ArcelorMittal USA’s purchases during the years 2006 through and including 2010. The pricing provisions are determined in accordance with the supply contract agreements for each of the covered facilities in the three agreements listed above.

During 2006 through 2010, ArcelorMittal USA is obligated to purchase specified minimum tonnages of iron ore pellets on an aggregate basis. ArcelorMittal USA is permitted under the umbrella agreement to transfer any of the committed volume for use at any iron and steel facility(s) owned directly or indirectly by ArcelorMittal, which enhances flexibility. The umbrella agreement also sets the minimum annual tonnage at ArcelorMittal USA’s approximately budgeted usage levels through 2010, with pricing then in effect at the facility where ArcelorMittal USA directs pellets to be delivered. Pricing for iron pellets shipped to other ArcelorMittal facilities will be agreed to in the future and will be based upon one of the three separate pre-existing iron-ore pellet supply agreements. There is no minimum tonnage purchase obligation associated with any of the three separate pre-existing iron ore pellet supply agreements. The terms of the umbrella agreement allow ArcelorMittal USA to manage its ore inventory levels through buy down provisions, which permit ArcelorMittal USA to reduce its tonnage purchase obligation each year at a specified price per ton, and through deferral provisions, which permit ArcelorMittal USA to defer a portion of its annual tonnage purchase obligation beginning in 2007. The umbrella agreement also establishes consistent procedures for administering the deliveries of ore through 2010.

Coal and Coke

Coke, a refined carbon product produced by baking coal to drive off volatile matter, is the principal fuel used to produce hot metal in ArcelorMittal USA’s blast furnaces. ArcelorMittal USA annually consumes approximately 7.0 million dry net tons of coke. ArcelorMittal USA’s coke batteries in Warren, Ohio and Burns Harbor, Indiana supply approximately 2.3 million net tons. ArcelorMittal USA has multiple long-term contracts with various coke producers, including one that operates a coke oven battery located at its Indiana Harbor East facility. ArcelorMittal USA also purchases coke from other ArcelorMittal facilities. ArcelorMittal USA obtains the balance of its requirements from international sources at market prices. ArcelorMittal USA uses approximately 5.0 million net tons of coal per year. ArcelorMittal USA has contracts for substantially all of its requirements for its

coke oven batteries and coal injection systems. ArcelorMittal USA does, however, periodically buy small amounts of coal in the spot market for specific needs.

Scrap

Historically, ArcelorMittal USA uses hot metal for approximately 75% of its basic oxygen furnace charge and scrap for approximately 25%. These percentages could vary depending on the relative costs, availability and other factors. Approximately half of such scrap used by ArcelorMittal USA is generated at its own facilities. ArcelorMittal USA’s electric arc furnaces use scrap for all of their production, of which only a small portion is internally generated. ArcelorMittal USA consumes about 5.0 million net tons of purchased scrap per year. There are no long-term scrap contracts available as all purchases are in a short-term open market. Electric arc furnace steelmakers primarily use scrap in products and are therefore vulnerable to scrap price movements. ArcelorMittal USA expects scrap to continue to be in sufficient supply to satisfy its needs.

Energy and Industrial Gases

ArcelorMittal USA’s steel operations consume large amounts of electricity, natural gas, oxygen and other industrial gases. ArcelorMittal USA purchases its electrical power requirements from various suppliers. In addition, ArcelorMittal USA operates cogeneration facilities on certain of its sites that utilize waste gases from the blast furnaces to supplement its electrical power requirements and control its energy costs. ArcelorMittal USA purchases natural gas under short-term supply contracts with a common group of suppliers. ArcelorMittal USA uses financial instruments to hedge such purchases when appropriate. Various service providers provide transportation of the natural gas to its facilities. ArcelorMittal USA also has several long-term contracts to supply its oxygen, hydrogen, argon and nitrogen gas requirements.

Employees

Approximately 80% of ArcelorMittal USA’s employees are represented by unions, primarily the United Steelworkers. The collective bargaining agreement between ArcelorMittal USA and the United Steelworkers expires on September 1, 2008.

Unfair Trade Practices and Trade Remedies

Under international agreement and U.S. law, remedies are available to domestic industries where imports are “dumped” or “subsidized” and such imports cause material injury to a domestic industry. Dumping involves selling for export a product at a price lower than the same or similar product is sold in the home market of the exporter or where the export prices are lower than a value that typically must be at or above the full cost of production. Subsidies from governments (including, among other things, grants and loans at artificially low interest rates) under certain circumstances are similarly actionable. The remedy available is an antidumping duty order or suspension agreement where injurious dumping is found and a countervailing duty order or suspension agreement where injurious subsidization is found. When dumping or subsidies continue after the issuance of an order, a duty equal to the amount of dumping or subsidization is imposed on the importer of the product. Such orders and suspension agreements do not prevent the importation of a product, but rather require either that the product be priced at an undumped level or without the benefit of subsidies or that the importer pay the difference between such undumped or unsubsidized price and the actual price to the U.S. government as a duty.

Environmental Matters

ArcelorMittal USA’s operations are subject to a broad range of laws and regulations relating to the protection of human health and the environment. The prior owners of ArcelorMittal USA’s facilities expended in the past, and ArcelorMittal USA expects to expend in the future, substantial amounts to achieve or maintain ongoing compliance with U.S. federal, state, and local laws and regulations, including the Resource Conservation and Recovery Act, or RCRA, the Clean Air Act, and the Clean Water Act. These environmental expenditures are not projected to have a material adverse effect on ArcelorMittal USA’s consolidated financial position or on

ArcelorMittal USA’s competitive position with respect to other similarly situated U.S. steelmakers subject to the same environmental requirements.

RCRA

Under RCRA and similar U.S. state programs, the owners of certain facilities that manage hazardous wastes are required to investigate and, if appropriate, remediate historic environmental contamination found at such facilities. All of ArcelorMittal USA’s major operating and inactive facilities are or may be subject to a corrective action program or other laws and regulations relating to environmental remediation, including projects relating to the reclamation of industrial properties, also known as brownfield projects.

Clean Air Act

ArcelorMittal USA’s facilities are subject to a variety of permitting requirements under the Clean Air Act that restrict the type and amount of air pollutants that may be emitted from regulated emission sources. In 2003, the U.S. Environmental Protection Agency, or EPA, issued a final rule to reduce hazardous air pollutant emissions from integrated iron and steel manufacturing facilities. The final rule requires affected facilities to meet standards reflecting the application of maximum achievable control technology, or MACT, standards. Many of ArcelorMittal USA’s facilities subject to the new MACT standards demonstrated compliance with such standards in May 2006. Other facilities were granted an extension until May 20, 2007 to meet the MACT requirements. ArcelorMittal is currently in compliance with the new MACT standards.

Other Clean Air Act requirements, such as revisions to national ambient air quality standards for ozone, particulate matter, and mercury emissions may have significant impacts on ArcelorMittal USA in the future, although whether and how it will be affected cannot be determined for many years. ArcelorMittal USA also may be affected if the U.S. federal government or the states in which it operates begin to regulate emissions of greenhouse gases such as carbon dioxide. However, because ArcelorMittal USA cannot predict what requirements will be imposed on it or the timing of such requirements, it is unable to evaluate the ultimate future cost of compliance with respect to these potential developments.

Clean Water Act

ArcelorMittal USA’s facilities also are subject to a variety of permitting requirements under the Clean Water Act, which restricts the type and amount of pollutants that may be discharged from regulatory sources into receiving bodies of waters, such as rivers, lakes and oceans. The EPA issued regulations that require existing wastewater dischargers to comply with effluent limitations. Several of ArcelorMittal USA’s facilities are subject to these regulations, and compliance with such regulations will be required as new discharge permits are issued for continued operation. ArcelorMittal USA is unable to evaluate the cost with respect to these future permit requirements.

Intellectual Property

ArcelorMittal USA owns a number of U.S. and non-U.S. patents that relate to a wide variety of products and processes, has filed pending patent applications and is licensed under a number of patents. However, ArcelorMittal USA believes no single patent or license or group of patents or licenses is of material importance to its overall business. ArcelorMittal USA also owns registered trademarks for certain of its products and service marks for certain of its services, which, unlike patents and licenses, are renewable so long as they are continued in use and properly protected.

Properties

Principal Operating Facilities

As of December 31, 2007, ArcelorMittal USA’s steel operations consisted of five integrated steelmaking plants, one basic oxygen furnace/compact strip mill, four electric arc furnace plants with raw steel production

capability of approximately 27.0 million net tons and five finishing plants. As of December 31, 2007, ArcelorMittal USA owned all or substantially all of each plant. As of December 31, 2007, ArcelorMittal USA also owned interests in various joint ventures that support these facilities, as well as several raw material, railroad and transportation assets.

Integrated Steelmaking Facilities

Burns Harbor. ArcelorMittal USA’s Burns Harbor facility is located on approximately 3,300 acres in Indiana on Lake Michigan, approximately 50 miles southeast of Chicago, Illinois. Burns Harbor is an integrated mill capable of producing hot-rolled sheet, cold-rolled sheet, hot dip galvanized sheet and steel plate for use in automotive, appliance, service center, construction, and ship building applications. Burns Harbor’s iron producing facilities include a sintering plant, two coke oven batteries and two blast furnaces with granularized coal injection capable of producing approximately 4.8 million net tons of hot metal per year. The steel producing shop consists of three basic oxygen furnaces, one degasser, two ladle treatment stations, two continuous slab casters (an 84-inch two strand and a 76-inch two strand) capable of producing approximately 4.7 million net tons of raw steel per year. Finishing facilities include an 80-inch hot-strip mill, two 80-inch continuous pickling lines, an 80-inch five-stand tandem mill, batch annealing facilities, a continuous anneal line, an 80-inch five stand temper mill, a 72-inch hot dip galvanizing line, which is capable of producing both galvanized and galvannealed sheets, and two plate mills (160-inch and 110-inch). Burns Harbor also operates a third plate mill and associated heat-treating facilities in Gary, Indiana.

Indiana Harbor West. ArcelorMittal USA’s Indiana Harbor West facility is located on approximately 1,200 acres in Indiana, 20 miles southeast of Chicago, Illinois on Lake Michigan. Indiana Harbor West is an integrated mill capable of producing hot-rolled sheet, cold-rolled sheet, and hot dip galvanized sheet for use in automotive, appliance, service center, tubular, strip converters, and contractor applications. Indiana Harbor’s iron producing facilities include a sintering plant and two blast furnaces capable of producing approximately 3.6 million net tons of hot metal per year. The steel producing shop consists of two basic oxygen furnaces, two ladle metallurgy stations, a vacuum degasser and two continuous slab casters (88-inch one strand and 80-inch one strand) capable of producing approximately 4.0 million net tons of raw steel per year. Finishing facilities include an 84-inch hot-strip mill, a 76-inch pickle line, an 80-inch five-stand tandem mill, batch annealing facilities, a two-stand temper mill, and 72-inch and 60-inch hot dip galvanizing lines.

Indiana Harbor East. ArcelorMittal USA’s Indiana Harbor East facility is located on approximately 1,900 acres in Indiana next to its Indiana Harbor West facility. This is an integrated mill capable of producing hot-rolled sheet, cold-rolled sheet, hot dip galvanized sheet and bar products for use in automotive, appliance, service center, tubular, strip converters, and contractor applications. Indiana Harbor East’s iron producing facilities include three blast furnaces capable of producing approximately 5.7 million net tons of hot metal per year. The steel producing shop consists of four basic oxygen furnaces and three slab and bloom casters capable of producing 5.9 million net tons of raw steel per year. Finishing facilities include an 80-inch hot-strip mill, two continuous pickle lines, 56-inch and 80-inch tandem mills, continuous and batch annealing facilities, three temper rolling mills, and three coating lines.

Cleveland. ArcelorMittal USA’s Cleveland facility is located on approximately 1,200 acres on opposite banks of the Cuyahoga River, near Lake Erie in Cleveland, Ohio. Cleveland is an integrated mill capable of producing hot-rolled sheet, cold-rolled sheet, and hot dip galvanized sheet for automotive, strip converter, service center and tubular applications. Its iron producing facilities includes a coke oven battery located in Warren, Ohio and two blast furnaces that are capable of producing approximately 3.1 million net tons of hot metal per year. Cleveland has two steel producing shops. The west side shop consists of two basic oxygen furnaces, a ladle metallurgy station and a 63-inch two strand caster. The east side shop includes two basic oxygen furnaces, a ladle metallurgy station, a degasser and a 73-inch two strand caster. The two shops combined are capable of producing approximately 3.8 million net tons of raw steel per year. Finishing facilities include an 84-inch hot strip mill, an 84-inch continuous pickling line, an 84-inch five stand tandem mill, batch annealing facilities, an 84-inch one stand temper mill and a hot dip galvanize line.

Sparrows Point. ArcelorMittal USA’s Sparrows Point facility is located on approximately 3,100 acres on the Chesapeake Bay near Baltimore, Maryland. Sparrows Point is an integrated mill capable of producing hot-rolled

sheet, cold-rolled sheet, galvanized and Galvalume^TM sheets, and tin plate products for use in the construction, service center, container, and export markets. The iron producing facilities include a sintering plant, and a blast furnace with pulverized coal injection capable of producing approximately 4.0 million net tons of hot metal per year. The steel producing shop includes two vessel basic oxygen furnaces, two ladle metallurgy stations and two continuous slab casters (104-inch single strand and 89-inch single strand) capable of producing approximately 3.9 million net tons of raw steel per year. Finishing facilities include a 68-inch hot-strip mill, a 61-inch continuous pickling line, a 67-inch continuous pickling line and five stand tandem mill, a 48-inch five stand tin tandem mill, batch annealing facilities, one continuous anneal line, a 67-inch one stand temper mill, a 48-inch hot dip galvanizing line, two 48-inch galvanize/Galvalume^TM lines, and tin mill facilities (one 48-inch two stand tin temper mill, a 48-inch two stand double cold reducing mill, and three 38-inch electrolytic tin plating lines). Sparrows Point’s location on the Chesapeake Bay makes it the only domestic integrated steel mill with direct ocean access and provides ArcelorMittal USA with a deep-water port and the capability to ship products and receive raw materials by ship, thereby reducing its freight costs.

On August 1, 2006, in order to resolve certain U.S. competition concerns raised in connection with Mittal N.V.’s acquisition of Arcelor, a Luxembourg steel company, the U.S. Department of Justice, or DOJ, filed with the U.S. District Court in Washington, D.C. a consent decree in which Mittal N.V. agreed to use its best efforts to sell Dofasco Inc., a subsidiary of Arcelor, to ThyssenKrupp AG, or, if Dofasco could not be sold due to certain Dutch legal constraints, to sell either its Weirton or Sparrows Point facility, at the election of the DOJ. On February 20, 2007, the DOJ informed Mittal N.V. that it had selected the Sparrows Point steel mill for divestiture under the consent decree. A trustee has been appointed by the U.S. District Court to supervise the divestiture. On March 26, 2008, ArcelorMittal confirmed that the trustee had entered into an agreement to sell the Sparrows Point steel mill to OAO Severstal for $810.0 million, net of debt.

Basic Oxygen Furnace/Compact Strip Mill

Riverdale. ArcelorMittal USA’s Riverdale, Illinois facility is located on 165 acres approximately 14 miles west of its Indiana Harbor facilities. Riverdale produces hot rolled sheet for strip converter and service center applications. Hot metal is supplied from ArcelorMittal USA’s Indiana Harbor and Burns Harbor blast furnaces to Riverdale’s basic oxygen furnaces. Principal facilities include a steel producing shop with two basic oxygen furnaces, two ladle metallurgy facilities and a 63-inch one strand continuous slab caster, which uses a compact strip process capable of producing approximately 0.8 million net tons of raw steel per year. This caster directly feeds a 62-inch wide tunnel furnace and a seven-stand hot-strip rolling mill. The Riverdale compact strip mill incorporates the latest casting and rolling technology designs.

Electric Arc Furnaces

Georgetown. ArcelorMittal USA’s Georgetown, South Carolina facility is located on 60 acres on Winyah Bay. Georgetown produces wire rod for use by converters and original equipment manufacturers. Steel producing facilities consist of two alternating current electric arc furnaces capable of producing approximately 1.0 million net tons of liquid steel per year, with two ladle metallurgy stations, and a six strand continuous billet caster capable of producing approximately 1.0 million net tons of raw steel per year. Finishing operations include a wire rod rolling mill capable of producing approximately 0.8 million net tons of wire rod per year. Georgetown’s location provides deep water access and the capability to ship products and receive raw materials by ship, thereby reducing its freight costs.

Coatesville. ArcelorMittal USA’s Coatesville facility is located in Coatesville, Pennsylvania, about 45 miles west of Philadelphia, Pennsylvania. Coatesville is capable of producing approximately 450 different chemistries, which generally refers to the mix of elements contained within a particular grade of steel, including a wide range of carbon and alloy discrete plate products (including carbon, high-strength, low alloy, commercial alloy, military alloy, flame-cut and clad) for use in infrastructure, chemical process facilities and shipbuilding applications. Steel producing facilities consist of an alternating current electric arc furnace capable of producing approximately 0.9 million tons of liquid steel per year, a vacuum degasser, an ingot teaming facility, and an 85-inch strand slab caster capable of producing approximately 0.8 million net tons of raw steel per year. Finishing facilities include two plate mills (a 140-inch and a 206-inch) and heat-treating facilities. An additional finishing facility in Piedmont, North Carolina provides plasma arc cutting capabilities.

Steelton. ArcelorMittal USA’s Steelton facility is located in Steelton, Pennsylvania, about 100 miles west of Philadelphia, Pennsylvania. Steelton produces railroad rails, specialty blooms, and flat bars for use in railroad and forging markets. Steelton’s steel producing facilities consist of a direct current electric arc furnace capable of producing approximately 1.1 million net tons of liquid steel per year, a ladle arc reheating furnace, a vacuum degasser, a three strand continuous bloom caster and an ingot teaming facility capable of producing approximately 1.0 million net tons of raw steel per year. Finishing operations include a 44-inch blooming mill, a 28-inch rail mill, in-line rail head-hardening facilities, rail finishing and a 20-inch bar mill.

Indiana Harbor East. Located within the integrated plant in Indiana is an electric arc furnace capable of producing approximately 0.6 million tons of liquid steel per year, a continuous billet caster and a 12-inch bar mill.

Vinton. ArcelorMittal USA’s Vinton facility is located in Vinton, Texas, about 20 miles north of El Paso. It has two electric arc furnaces capable of producing approximately 0.2 million net tons of liquid steel, a continuous caster, and a rolling mill. It produces reinforcing bar and grinding balls, which it sells in the southwestern United States.

Rolling and Finishing Facilities

Weirton. ArcelorMittal USA’s Weirton, West Virginia facility is located on approximately 2,700 acres near the Ohio River. Weirton is capable of producing hot-rolled sheet, cold-rolled sheet, galvanized, electro-galvanized, and tin plate products for use in construction, service center, container and tubular markets. Finishing facilities include a 54-inch hot strip mill, 54-inch and 48-inch continuous picklers, two 48-inch five stand and one 48-inch four stand tandem cold mills, batch anneal, three continuous anneal lines, three temper mills, (48-inch one stand for sheet products, a 40-inch two stand and 45-inch two stand for tin products), two double cold reducing mills, two-48 inch and one 42-inch hot dip galvanizing lines, one 38-inch electro-galvanizing line, and four tin plate lines. The finishing facilities are being supplied from steel produced at ArcelorMittal USA’s other facilities.

Weirton’s primary facilities were permanently idled in 2005. They included an iron producing shop including two blast furnaces capable of producing approximately 2.5 million net tons of hot metal per year. The steel producing shop included two vessel basic oxygen furnaces with two ladle treatment stations and two vacuum degassing facilities, and a 48-inch four strand continuous caster capable of producing approximately 3.0 million tons of raw steel per year. Its hot strip mill was permanently idled at the end of 2007.

Hennepin. ArcelorMittal USA’s Hennepin, Illinois finishing facility is located on approximately 860 acres on the Illinois River, about 100 miles west of Chicago, Illinois. Hennepin produces cold-rolled sheet and hot dip galvanized sheet for the electrical, appliance, and construction markets. Hot band substrate is supplied from ArcelorMittal USA’s Burns Harbor and Indiana Harbor facilities. Principal operating facilities include an 84-inch continuous pickling line, an 84-inch five strand tandem mill, batch annealing, an 84-inch temper mill and an 84-inch hot dip galvanizing line. Hennepin’s location on the Illinois River makes it capable of shipping and receiving by barge.

Columbus. ArcelorMittal USA’s Columbus Coatings facility is located in Columbus, Ohio. Columbus produces hot dip galvanized sheet for the automotive market. ArcelorMittal USA’s Burns Harbor facility supplies cold-rolled coils and is responsible for marketing the finished product. The principal operating facility includes a 72-inch hot dip galvanizing line. ArcelorMittal USA also operate a steel slitter and warehousing facility at its Columbus facility through its Columbus Processing Company.

Conshohocken. ArcelorMittal USA’s Conshohocken facility is located in Conshohocken, Pennsylvania, about 15 miles north of Philadelphia, Pennsylvania. Conshohocken produces both coil and discrete plate for use in construction and military applications. Slabs are provided by ArcelorMittal USA’s Sparrows Point and Coatesville facilities. Principal facilities consist of a 110-inch Steckel mill and heat treat facilities.

Lackawanna. ArcelorMittal USA’s Lackawanna facility is located in Lackawanna, New York, about 5 miles south of Buffalo. Lackawanna produces cold-rolled sheet and hot dip galvanized sheet for use in the automotive and original equipment manufacturer, or OEM, markets. Hot band substrate is supplied principally from

ArcelorMittal USA’s Burns Harbor and Cleveland facilities. Principal facilities include a 75-inch continuous pickling line, a 75-inch four-stand tandem mill, batch annealing, a temper mill, and a 72-inch galvanizing line.

Railroads, Transportation and Research

ArcelorMittal USA owns the assets of seven short-line railroads that transport raw materials and semi-finished steel products within its various facilities, and an interstate truck broker that serves its facilities.

ArcelorMittal USA owns a fleet of coal hopper cars used in unit trains to move coal and coke to Indiana Harbor. ArcelorMittal USA time-charters three vessels for the transportation of iron ore and limestone on the Great Lakes.

ArcelorMittal USA also owns and maintains research and development laboratories in East Chicago, Indiana. Such facilities are believed to be adequate to serve ArcelorMittal USA’s present and anticipated needs.

Significant Joint Ventures

I/N Tek. ArcelorMittal USA owns a 60% interest in a partnership that has constructed a 1.7 million ton annual capacity cold-rolling mill on approximately 200 acres of land, which it owns in fee, located near New Carlisle, Indiana. Substantially all the property, plant and equipment owned by I/N Tek is subject to a lien securing related indebtedness. ArcelorMittal USA does not exercise control over this entity.

I/N Kote. ArcelorMittal USA owns a 50% interest in a partnership that has constructed a 1.0 million ton annual capacity steel galvanizing facility on approximately 25 acres of land, which it owns in fee, located adjacent to the I/N Tek site.

PCI Associates. ArcelorMittal USA owns a 50% interest in a partnership that has constructed a pulverized coal injection facility on land located within Indiana Harbor East. PCI Associates leases the land upon which the facility is located. A 50% undivided interest in substantially all of the property, plant and equipment at the PCI facility is subject to a long-term lease, with the balance of the PCI facility owned by PCI Associates.

Hibbing Taconite. ArcelorMittal USA owns a total 62.3% direct and indirect interest in Hibbing Taconite Company, located in Hibbing, Minnesota, that operates mines and a pelletizing plant. Hibbing Taconite has mining and processing facilities that can supply all of Burns Harbor’s iron ore pellet expected needs. ArcelorMittal USA owns a 90% interest in Ontario Iron Company, which is located in Hibbing, Minnesota and owns mineral leases used by Hibbing Taconite. Because ArcelorMittal USA owns an undivided interest in each asset and is liable for its share of each liability, it proportionally consolidates Hibbing Taconite.

Empire Iron Mining. ArcelorMittal USA owns a 21% interest in Empire Iron Mining Partnership, located in Palmer, Michigan, which operates an iron ore mine and pelletizing plant.

Bethlehem Roll Technologies LLC. ArcelorMittal USA owns a 50% interest in Bethlehem Roll Technologies LLC, which is located in Sparrows Point, Maryland and operates a facility for grinding steel mill rolls.

Double G Coatings. ArcelorMittal USA owns a 50% interest in Double G Coatings Company, L.P., which is located near Jackson, Mississippi. Double G Coatings operates a 270,000-ton-per year sheet coating line that produces galvanized and Galvalume^TM coated sheets primarily for the construction market. Sparrows Point provides cold-rolled coils for ArcelorMittal USA’s share of production and is responsible for marketing its share of the finished product.

Steel Health Resources, LLC. ArcelorMittal USA owns a 47.5% interest in Steel Health Resources, L.L.C., which is located in Chesterton, Indiana and owns the building of a healthcare clinic.

Steel Construction Systems. ArcelorMittal USA owns a 45% interest in Steel Construction Systems, which is located in Orlando, Florida and manufactures steel studs and roll-formed trusses for residential and light commercial buildings.

Indiana Pickling and Processing Company. ArcelorMittal USA owns a 20% interest in Indiana Pickling and Processing Company, which is located in Portage, Indiana and operates a pickling line.

ArcelorMittal USA accounts for all these joint ventures on the equity method except Hibbing Taconite, which is proportionally consolidated.

Legal Proceedings

In the ordinary course of its business, ArcelorMittal USA is involved in various pending or threatened legal proceedings. ArcelorMittal USA cannot predict with certainty the outcome of any legal or environmental proceedings to which its is a party. In its opinion, however, adequate liabilities have been recorded for losses that are probable to result from legal proceedings and environmental remediation requirements. If such liabilities prove to be inadequate, however, it is reasonably possible that ArcelorMittal USA could be required to record a charge to earnings that could be material to the results of operations and cash flows in a particular future quarterly or annual period. ArcelorMittal USA believes that any ultimate additional liability arising from these actions, that is reasonably possible over what has been recorded, will not be material to its consolidated financial condition and sufficient liquidity will be available for required payments.

In April 2007, ArcelorMittal USA acquired a steel plant in Vinton, Texas, formerly known as Border Steel, from Viga Investments Inc. (“Viga”). In July 2007, Viga filed a lawsuit seeking damages and other relief against ArcelorMittal USA alleging breaches relating to post-closing purchase price adjustment procedures under the purchase agreement. In a related transaction, ArcelorMittal Mexico Holdings B.V. (“ArcelorMittal Mexico”) purchased the stock of Sicartsa in Mexico. The purchase of Sicartsa and Border Steel were interrelated (each purchase agreement refers to the other) and part of an overarching, integrated transaction. The Sicartsa sellers dispute the validity of the closing balance sheet of Sicartsa. By filing a lawsuit in New York state court and seeking a judicial determination of the appropriate purchase price adjustment, we believe Viga breached a requirement under the Viga purchase agreement that disputes concerning post-closing purchase price adjustment procedures under the agreement be submitted to binding arbitration. Because the two transactions are interrelated, ArcelorMittal USA, ArcelorMittal, and ArcelorMittal Mexico asserted counterclaims against the Sicartsa sellers in the Viga litigation. We are unable to assess the outcome of these proceedings or to reasonably estimate the amount of ArcelorMittal USA, ArcelorMittal, or ArcelorMittal Mexico’s liabilities relating to these matters, if any.

ISG purchased only specified assets of Georgetown, Weirton, Bethlehem Steel Corporation, Acme Steel Corporation and LTV Corporation through sales in bankruptcy proceedings. The sellers in those transactions retained liability for certain claims related to the assets that ArcelorMittal USA purchased, including personal injury claims. The sale orders issued by the U.S. Bankruptcy Courts having jurisdiction over each respective transaction entered orders barring assertion of claims (other than those in respect of certain specifically assumed liabilities, which did not include asbestos-related liabilities) against ArcelorMittal USA related to the assets in question, and confirming that neither ArcelorMittal USA nor its subsidiaries shall be responsible for any liabilities related to the assets (other than those in respect of certain specifically assumed liabilities which did not include asbestos-related liabilities). The sale orders issued by the U.S. Bankruptcy Courts also found that under no circumstances could ArcelorMittal USA be deemed a successor to any of the sellers for purposes of any liabilities. ArcelorMittal USA believes the manner through which its facilities were purchased in conjunction with the attendant orders of the U.S. Bankruptcy Courts places ArcelorMittal USA in a better position than other steelmakers with substantial exposure to asbestos-related liability or off-site environmental liability. Despite the foregoing, it is possible that future claims with respect to historic asbestos exposure could be directed at ArcelorMittal USA. The risk of incurring liability as the result of such claims is considered remote.

DESCRIPTION OF THE NOTES

The following description is only a summary of the material provisions of the Indenture and the Collateral Documents. We urge you to read the Indenture and the Collateral Documents because these documents, and not this description, define your rights as holders of Notes. You may request copies of these agreements at the address set forth under the heading “Where You Can Find More Information”. Certain terms used in this description are defined under the subheading “— Certain Definitions”. In this description, the term “series of Notes” refers to all of the Notes, as a single series, and all outstanding Floating Rate Notes, as a single series. Except as otherwise provided, the Notes and the Floating Rate Notes will be treated as a single class of securities under the Indenture, including with respect to matters requiring the approval of holders of Notes. Additionally, the following terms refer to the entities indicated below:


Term		Entity
“Issuer”		Prior to the Permitted Finco Collapse Transaction, Ispat Inland ULC. Thereafter, the term “Issuer” refers to the Successor Issuer, ArcelorMittal Financial Services LLC, a Delaware limited liability company.

“Finco Guarantors”		Prior to the Permitted Finco Collapse Transaction, each of ArcelorMittal Partnership (formerly Ispat Inland, L.P.), 3019693 Nova Scotia U.L.C. and ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC).

“Company”		ArcelorMittal USA Inc. (formerly Ispat Inland Inc.).

“Company Guarantors”		Each existing domestic Restricted Subsidiary of the Company that is an operating company (other than any Securitization Subsidiary) and certain of the Company’s future Restricted Subsidiaries. On the Issue Date, the Company Guarantors were Burnham Trucking Company, Inc., Incoal Company, Ispat Inland Mining Company and Ispat Inland Service Corp. On the date of this Consent Solicitation Statement, the Company Guarantors were Burnham Trucking Company, Inc., ArcelorMittal USA Incoal Inc. (formerly Incoal Company), ArcelorMittal Minorca Mine Inc., ArcelorMittal Service Inc., ArcelorMittal Cleveland Inc., ArcelorMittal Weirton Inc., ArcelorMittal Hennepin Inc., ArcelorMittal Indiana Harbor LLC, ArcelorMittal Warren Inc., ArcelorMittal Riverdale Inc., Mittal Steel USA – Venture Inc., ArcelorMittal Plate LLC, ISG Sparrows Point LLC, ArcelorMittal Steelton LLC, ArcelorMittal Lackawanna LLC, ArcelorMittal Burns Harbor LLC, ArcelorMittal Columbus LLC, ArcelorMittal Georgetown Inc., Mittal Steel USA – Railways Inc., ArcelorMittal Hibbing Inc., Hibbing Taconite Holding Inc., ISG Acquisition Inc., ArcelorMittal Real Estate Inc. and ArcelorMittal Tow Path Valley Business Park Development Company.

“Parent”		ArcelorMittal (formerly Ispat International N.V.).

“Guarantors”		Prior to the Permitted Finco Collapse Transaction, the Guarantors were the Parent, the Company, the Company Guarantors and the Finco Guarantors. Thereafter, the “Guarantors” are the Parent, the Company and the Company Guarantors.

Background

On March 25, 2004 (the “Issue Date”), the Issuer issued $650.0 million in aggregate principal amount of the Notes and $150.0 million in aggregate principal amount of Senior Secured Floating Rate Notes due 2010 (the “Floating Rate Notes”) under an indenture, dated as of the Issue Date, among itself, the Guarantors and LaSalle Bank National Association, as Trustee, as amended and supplemented by the First Supplemental Indenture dated as of September 16, 2004, the Second Supplemental Indenture dated as of March 14, 2005, the Third Supplemental Indenture dated as of December 31, 2005, the Fourth Supplemental Indenture dated as of December 31, 2005, the Fifth Supplemental Indenture dated as of December 31, 2006, the Sixth Supplemental Indenture dated as of September 3, 2007, the Seventh Supplemental Indenture dated as of November 13, 2007 and the Eighth Supplemental Indenture dated as of December 28, 2007 (the “Indenture”). The terms of the Notes and the Floating Rate Notes include those stated in the Indenture, as the same has been amended and supplemented through the date of this Consent Solicitation Statement, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended.

On the Issue Date, ArcelorMittal Partnership (formerly Ispat Inland, L.P.) issued a Finco Subordinated Note to the Company in exchange for approximately $23.0 million of proceeds and used such proceeds to reimburse the Issuer for fees and expenses of the offering of the Notes and the Floating Rate Notes and/or loan such proceeds to the Issuer. The Issuer loaned the net proceeds of the Notes and the Floating Rate Notes, together with the net proceeds from such contribution/loan to ArcelorMittal Partnership in exchange for a mirror note (the “Finco Mirror Note”) of ArcelorMittal Partnership having substantially similar payment terms as the Notes and the Floating Rate Notes. ArcelorMittal Partnership used the proceeds from the issuance of the Finco Mirror Note to make a contribution and/or loan to its direct Subsidiary, 3019693 Nova Scotia U.L.C., which in turn contributed such proceeds to its direct Subsidiary, ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC). ArcelorMittal Finance LLC used the proceeds of this capital contribution to purchase $800.0 million of First Mortgage Bonds (Series Y, in a principal amount of $150.0 million, and Series Z, in a principal amount of $650.0 million), at a price equivalent to the price of the Notes and the Floating Rate Notes, from the Company, with the First Mortgage Bonds having substantially similar payment terms as the Notes and the Floating Rate Notes. See “Description of First Mortgage Bonds”. The First Mortgage Bonds were pledged as collateral for the Note Guarantee of ArcelorMittal Finance LLC as described below under “— Collateral”.

On September 21, 2004, all of the Notes and Floating Rate Notes were exchanged for new notes that were substantially identical to the Notes and the Floating Rate Notes, except that the new notes were registered under the Securities Act. Except as the context otherwise requires, references to the Notes and the Floating Rate Notes means the new notes that were registered under the Securities Act.

In December 2004, the Company redeemed $227.5 million in aggregate principal amount of the Series Z First Mortgage Bonds from ArcelorMittal Finance LLC, which in turn used the proceeds to redeem $227.5 million in aggregate principal amount of the Notes, at a redemption price equal to 109.75% of the outstanding principal amount redeemed, plus accrued and unpaid interest.

On April 1, 2006, the Company redeemed all $150.0 million of the Series Y First Mortgage Bonds from ArcelorMittal Finance LLC, which in turn used the proceeds to redeem all $150.0 million in outstanding principal amount of Floating Rate Notes at a redemption price equal to 103% of the outstanding principal amount, plus accrued interest to, but excluding, April 1, 2006.

As of the date of this Consent Solicitation Statement there were $422,500,000 in aggregate principal amount of Notes and Series Z First Mortgage Bonds outstanding, and a Suspension Period was in effect, which generally means that the Notes are rated Investment Grade by two Rating Agencies. As a result of the Suspension Period, certain of the covenants in the Indenture and described in this section are not currently applicable to the Company.

On December 28, 2007, the Issuer and the Finco Guarantors concluded a Permitted Finco Collapse Transaction. Additionally, following the Permitted Finco Collapse Transaction (including, following the transfer to the Successor Issuer of all First Mortgage Bonds and Preferred Stock issued by the Company held by the Finco Guarantors and the pledge by the Successor Issuer of such First Mortgage Bonds and Preferred Stock as Collateral and the other actions required to be taken in connection with the Collateral), the assets of the entities that were Finco

Guarantors immediately prior to such Permitted Finco Collapse Transaction ceased to be Collateral and were released from the Lien of the Pledge Agreement. See “The Proposed Amendments — Background and Purpose of the Solicitation”.

Issuance of Additional Notes

The Issuer is permitted to issue up to an additional $100.0 million aggregate principal amount of notes consisting of additional Floating Rate Notes and/or Notes (collectively, the “Additional Notes”) following the Issue Date; provided that the Company issues a like aggregate principal amount of additional First Mortgage Bonds securing all of the Additional Notes in a transaction that complies with the covenant described under “— Certain Covenants — Limitation on Indebtedness” (including the limitation on the aggregate principal amount of Bonds that is permitted to be outstanding at any time under the Mortgage pursuant to clause (c) of such covenant). Any Additional Notes will be treated as part of the same series of notes as the Floating Rate Notes and the Notes, as applicable, issued on the Issue Date for all purposes under the Indenture, and all references thereto shall include any Additional Notes of such series, respectively.

Principal, Maturity and Interest

The Issuer issued an aggregate principal amount of $650.0 million of Notes on the Issue Date. The Notes were issued in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on April 1, 2014. Interest on the Notes accrues at the rate of 9 3/4% per annum and is payable semiannually in arrears on April 1 and October 1 of each year, to the holders of record on the immediately preceding March 15 and September 15.

Interest on the Notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The Issuer will pay interest on overdue principal at the rate of 1% per annum in excess of the above rate and will pay interest on overdue installments of interest at such higher rate, in each case, to the extent lawful.

Ranking

The Notes

The Notes:

	•		are senior obligations of the Issuer and will be the only indebtedness permitted to be incurred by the Issuer (other than Subordinated Obligations owed to a Finco Guarantor);

	•		are guaranteed by each of the Guarantors; and

	•		are secured to the extent set forth under “ — Collateral”.

The Note Guarantees

The Note Guarantees:

	•		are joint and several, senior obligations of the Guarantors;

	•		are the only indebtedness permitted to be incurred by the Finco Guarantors (other than Subordinated Obligations owed to the Issuer or another Finco Guarantor) and are secured to the extent set forth under “— Collateral”;

	•		rank senior in right of payment to all existing and future indebtedness of the Guarantors that is subordinated to the Note Guarantees;

	•		rank equally in right of payment with all existing and future senior unsecured indebtedness of the Guarantors; and

	•		will be effectively subordinated to creditors and preferred stockholders of the non-Guarantor Subsidiaries of Parent.

As of December 31, 2007:

	•		the Company had approximately $1.1 billion of senior indebtedness, including $422.5 million of indebtedness secured by Bonds and $565 million of senior unsecured indebtedness; and

	•		Parent had approximately $31.3 billion of unsubordinated indebtedness, consisting of $31.0 billion of indebtedness with its Subsidiaries; and

	•		Subsidiaries of Parent (other than the Issuer and the Guarantors) had approximately $27.1 billion of indebtedness that would have ranked effectively senior to the Notes.

Additionally, all of the operations of Parent are conducted through its Subsidiaries. Claims of creditors of such Subsidiaries (other than the Issuer and the Guarantors), including trade creditors and creditors holding indebtedness or guarantees issued by such Subsidiaries, and claims of preferred stockholders of such Subsidiaries, generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of Parent’s creditors including the holders of the Notes. Accordingly, Parent’s Note Guarantee will be effectively subordinated to creditors (including trade creditors) and preferred stockholders, if any, of Parent’s Subsidiaries (other than the Issuer and any other Subsidiary of Parent that is a Guarantor). The Indenture does not impose any limitation on the incurrence of indebtedness by Parent or Parent’s Subsidiaries (other than the Issuer, the Finco Guarantors, the Company and the Company’s Restricted Subsidiaries).

Collateral

Pursuant to the Pledge Agreement, the Notes and the Note Guarantees of the Finco Guarantors are secured by a first priority security interest in (i) the First Mortgage Bonds (which in turn are secured to the extent set forth under “Description of the First Mortgage Bonds — First Mortgage Bonds Collateral”) and (ii) all Capital Stock and indebtedness (including any Company Note) held by the Issuer and the Finco Guarantors (collectively, the “Securities Collateral”).

Subject to certain terms and conditions set forth in the Indenture and the Pledge Agreement, the Pledgors are entitled to exercise any voting and other consensual rights on the Collateral and to collect, invest and dispose of any income thereon. Upon the occurrence and during the continuance of an Event of Default, subject to the conditions set forth in the Indenture and the Pledge Agreement:

	(a)		all of the rights of the Pledgors to exercise voting or other consensual rights with respect to all Capital Stock included in the Collateral shall cease (except that the Pledgors may continue to exercise any such rights with respect to any Nova Scotia unlimited company provided that no such exercise is adverse to the holders of Notes), and all such rights (other than any such rights with respect to Capital Stock of any Nova Scotia unlimited company) shall become vested in the Trustee, which shall have the sole right to exercise such voting and other consensual rights; and

	(b)		the Trustee may take possession of and sell the Collateral or any part thereof in accordance with the terms of the Pledge Agreement.

Additionally, to secure the payment by the Company under its Note Guarantee, the Company has granted a second priority security interest in certain inventory (the “Inventory Collateral” and, together with the Securities Collateral, the “Collateral”) pursuant to the Inventory Security Agreement (the “Inventory Security Agreement”) between the Company and the Trustee. A first priority security interest in the Inventory Collateral as well as in certain additional assets not constituting part of the Collateral was previously granted to the lenders under the GECC

Credit Agreement. In 2005, however, the GECC Credit Agreement was terminated and the corresponding first priority security interest in the Inventory Collateral was released.

In the case of an Event of Default, the Trustee will be permitted, subject to applicable laws, regulatory requirements and, in the case of the Inventory Collateral, any Inventory Intercreditor Agreement (as defined under “— Certain Limitations on the Collateral”), to exercise remedies and sell the Collateral under the Collateral Documents at the direction of the holders of a majority in aggregate principal amount of the Notes then outstanding, or, in the absence of such direction, in any manner the Trustee determines to be reasonable, and the Trustee will be permitted to demand that the Company immediately repay the principal of the First Mortgage Bonds. The proceeds received by the Trustee from any exercise of its remedies under the Collateral Documents will be applied by the Trustee, first, to pay the reasonable expenses of such foreclosure and fees and other amounts then payable to the Trustee under the Indenture and the Collateral Documents, second, pro rata to each holder of a Note in respect of all unpaid principal on such holder’s Note, third, pro rata to each holder of a Note in respect of all premium, if any, accrued interest and other amounts payable on the Notes and fourth, to the applicable Pledgor (in the case of the Securities Collateral) or the Company (in the case of the Inventory Collateral), or any other person legally entitled thereto.

The Collateral may be released as only described under “— Release of Liens on Collateral”.

Certain Limitations on the Collateral

There can be no assurance that the proceeds of any sale of Collateral following an Event of Default with respect to the Notes would be sufficient to satisfy, or would not be substantially less than, amounts due on the Notes.

The right of the Trustee to take possession and dispose of the Collateral upon the occurrence of an Event of Default and the right of the trustee for the First Mortgage Bonds to foreclose on the First Mortgage Bonds Collateral following an event of default under the Mortgage are likely to be significantly impaired by applicable bankruptcy law if a bankruptcy proceeding were to be commenced by a Pledgor or the Company, as applicable, prior to the Trustee or the trustee for the First Mortgage Bonds having taken possession and disposed of the Collateral or the First Mortgage Bonds Collateral. Under the U.S. Bankruptcy Code, a secured creditor is prohibited from taking its security from a debtor in a bankruptcy case, or from disposing of security taken from such debtor, without bankruptcy court approval. Although the Issuer is prohibited, with limited exceptions, under the terms of the Indenture from incurring additional Indebtedness and engaging in other activities, because the Issuer is part of Parent’s controlled group of companies, the Issuer may have joint and several liability with other members of Parent’s controlled group of companies, including with respect to ERISA liability and taxes.

Moreover, the U.S. Bankruptcy Code permits the debtor in certain circumstances to continue to retain and to use collateral owned as of the date of the bankruptcy filing (and the proceeds, products, rents or profits of such collateral) even though the debtor is in default under the applicable debt instruments provided that the secured creditor is given “adequate protection”. The meaning of the term “adequate protection” may vary according to circumstances. In view of the lack of a precise definition of the term “adequate protection” and the broad discretionary powers of a bankruptcy court, we cannot predict how long payments under the Notes could be delayed following commencement of a bankruptcy case, whether or when the trustee for the First Mortgage Bonds could repossess or dispose of the First Mortgage Bonds Collateral or whether or to what extent holders would be compensated for any delay in payment or loss of value of the First Mortgage Bonds Collateral through the requirement of “adequate protection”.

Furthermore, in the event a bankruptcy court determines the value of the Collateral or the First Mortgage Bonds Collateral is not sufficient to repay all amounts due on the Notes or the First Mortgage Bonds, as applicable, and any other obligations secured by such collateral, the holders of the Notes and such other obligations would hold secured claims to the extent of the value of the collateral securing such claims and would hold unsecured claims with respect to any shortfall. Applicable Federal bankruptcy laws do not permit the payment or accrual of post-petition interest, costs and attorneys’ fees during a debtor’s bankruptcy case unless the claims are oversecured or the debtor is solvent at the time of reorganization. In addition, if the Company or any Pledgor becomes the subject of a bankruptcy case, the bankruptcy court, among other things, may avoid certain pre-petition transfers

made by the entity that is the subject of the bankruptcy filing, including, without limitation, transfers held to be preferences or fraudulent conveyances.

Additionally, the Indenture provides that the Trustee will, if requested by the Company, enter into an intercreditor agreement (each such intercreditor agreement, being referred to as an “Inventory Intercreditor Agreement”) on terms not less favorable to the holders of Notes than the terms of the GECC Intercreditor Agreement, with any future lenders under any indebtedness that is secured by a Permitted Inventory Collateral Lien. By purchasing a Note and without further action, each Holder of a Note will be deemed to have consented to the terms of each Inventory Intercreditor Agreement and will be deemed to have instructed the Trustee to take each action that it is required to take pursuant to the terms of the Inventory Intercreditor Agreements. There can be no assurance that the value of the Inventory Collateral will be sufficient to provide any proceeds to provide payment on the Notes after payment in full of the obligations with any future lenders under any indebtedness that is secured by a Permitted Inventory Collateral Lien. In addition, any future Inventory Intercreditor Agreement could have the effect of delaying any sale of the First Mortgage Bonds Collateral by the trustee for the First Mortgage Bonds following a foreclosure. See “Description of Intercreditor Arrangements — Inventory Intercreditor Arrangements”.

The GECC Intercreditor Agreement, which was entered into in connection with the initial offering of the Notes and subsequently terminated in 2005 provided, among other things, that for so long as any obligations were outstanding under the GECC Credit Agreement, the Trustee would not take any action to enforce its security interest in the Inventory Collateral and that any proceeds of any enforcement action in respect of the Inventory Collateral would first be applied to repay all obligations outstanding under the GECC Credit Agreement prior to being distributed to the Trustee in respect of the Company’s Note Guarantee. Additionally, the Trustee agreed in the GECC Intercreditor Agreement and through certain instructions provided to the trustee under the Mortgage that the lender under the GECC Credit Agreement would have access and certain other rights with respect to processing the Inventory Collateral and the other collateral for the GECC Credit Agreement that are maintained at the Company’s Indiana Harbor East facility, which constitutes substantially all of the First Mortgage Bonds Collateral.

Release of Liens on Collateral

The Liens on the Collateral will be released with respect to the Notes, in whole, upon (i) payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes and payment in full of all other Obligations under the Indenture due and payable at or prior to the time such principal, accrued and unpaid interest and premium, if any, are paid, (ii) satisfaction and discharge of the Indenture or (iii) a legal defeasance or covenant defeasance as set forth under the caption “— Defeasance”.

Additionally, following the Permitted Finco Collapse Transaction (including the transfer to the Successor Issuer of all First Mortgage Bonds and Preferred Stock issued by the Company held by the Finco Guarantors and the pledge by the Successor Issuer of such First Mortgage Bonds and Preferred Stock as Collateral and the other actions required to be taken in connection with the Collateral pursuant to a Permitted Finco Collapse Transaction, all of which occurred on December 28, 2007), the assets of the entities that were Finco Guarantors immediately prior to such Permitted Finco Collapse Transaction ceased to be Collateral and were released from the Lien of the Pledge Agreement.

Additionally, the Indenture provides, and any future Inventory Intercreditor Agreement may provide, that the Trustee will release its security interest in any part of the Inventory Collateral in connection with any sale of the Collateral in which the first priority security interest is also being released from such Inventory Collateral; provided, that if any such sale of Inventory Collateral is an Asset Disposition, the Company will apply the Net Available Cash therefrom as required by the covenant described under “— Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock”.

Additional Amounts

The Issuer and the Guarantors are required to make all payments under or with respect to the Notes and the Note Guarantees free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of Canada, The Netherlands or any political

subdivision or any authority or agency therein or thereof having power to tax, or by any other jurisdiction in which the Issuer or any Guarantor is organized or is otherwise resident or conducts business for tax purposes or any jurisdiction from or through which payment is made by the Issuer or any Guarantor or its agents (each, a “Relevant Taxing Jurisdiction”), unless the Issuer or any Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.

If the Issuer or any Guarantor is required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes or any Note Guarantee, the Issuer or such Guarantor will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by holders of the Notes after such withholding or deduction (including any withholding or deduction attributable to Additional Amounts payable hereunder) will not be less than the amount such holders would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to any Taxes to the extent such Taxes would not have been so imposed:

	(1)		but for the existence of any present or former connection between the relevant holder (or the beneficial owner of such Notes) and the Relevant Taxing Jurisdiction (other than the mere receipt of such payment or the mere acquisition, ownership, holding or disposition of any Note);

	(2)		but for the failure of the relevant holder (or the beneficial owner of such Notes) to use its reasonable best efforts, to the extent such holder (or beneficial owner) is legally entitled to do so, to comply upon written notice by the Issuer or a Guarantor delivered 60 days prior to any payment date with a request to satisfy any certification, identification or other reporting requirements, which shall include any applicable forms or instructions, whether imposed by statute, treaty, regulation, or administrative practice, concerning the nationality or residence of such holder or the connection of such holder with the Relevant Taxing Jurisdiction;

	(3)		if the payment could have been made without such deduction or withholding if the relevant holder had presented the Note for payment within 60 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the holder would have been entitled to Additional Amounts had the Note been presented on the last day of such 60-day period);

	(4)		with respect to any payment of principal of (or premium, if any, on) or interest on such Note to any holder who is a fiduciary or partnership or any person other than the sole beneficial owner of such payment, to the extent that a beneficiary with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, member or beneficial owner been the actual holder of such Note (but only if there is no material cost or expense associated with transferring such Notes to such beneficiary, partner or beneficial owner and no restriction on such transfer that is outside the control of such beneficiary, partner or beneficial owner); or

	(5)		with respect to any Canadian Taxes imposed on a payment of, in lieu of, on account of, or in satisfaction of, interest (including deemed interest) made by the Issuer or a Guarantor which is a resident of Canada, where the beneficiary of such payment does not deal at arm’s length with the Issuer or such Guarantor, as the case may be, for the purposes of the Income Tax Act (Canada).

The Issuer and the Guarantors will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. The Issuer and the Guarantors will make reasonable best efforts to obtain certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld from each Relevant Taxing Jurisdiction imposing such Taxes. The Issuer and the Guarantors will provide to the Trustee, within a reasonable time after the date the payment of any Taxes so deducted or withheld are due pursuant to applicable law, either a certified copy of tax receipts evidencing such payment, or, if such tax receipts are not reasonably available to the Issuer or such Guarantor, such other documentation that provides reasonable evidence of such payment by the Issuer or such Guarantor.

The Issuer and the Guarantors, jointly and severally, will indemnify and hold harmless each eligible holder of Notes and, upon written request of any eligible holder of Notes, reimburse such holder for the amount of: (i) any Taxes levied or imposed on and paid by such holder as a result of payments made under or with respect to the Notes held by such holder or any Note Guarantee; and (ii) any Taxes levied or imposed with respect to any reimbursement under the foregoing clause (i) or this clause (ii), so that the net amount received by such holder after such reimbursement will not be less than the net amount such holder would have received if the Taxes giving rise to the reimbursement described in clauses (i) and/or (ii) had not been imposed; provided, however, that the indemnification obligation provided for in this paragraph shall not extend to Taxes imposed for which the eligible holder of Notes would not have been eligible to receive payment of Additional Amounts.

At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable (unless such obligation to pay Additional Amounts arises shortly before or after the 30th day prior to such date, in which case it shall be promptly thereafter), if the Issuer will be obligated to pay Additional Amounts with respect to such payment, the Issuer will deliver to the Trustee an officers’ certificate stating the fact that such Additional Amounts will be payable and the amounts so payable and will set forth such other information necessary to enable the Trustee to pay such Additional Amounts to holders of Notes on the payment date. Each such officers’ certificate shall be relied upon until receipt of a subsequent officers’ certificate addressing such matters.

Whenever in the Indenture there is mentioned, in any context:

	•		the payment of principal;

	•		purchase prices in connection with a redemption of Notes;

	•		interest; or

	•		any other amount payable on or with respect to any of the Notes or the Note Guarantees,

such reference shall be deemed to include payment of Additional Amounts or indemnification payments as described hereunder to the extent that, in such context, Additional Amounts or indemnification payments are, were or would be payable in respect thereof.

The Issuer will pay any present or future stamp, court or documentary taxes or any other excise or property taxes, charges or similar levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Notes, the Indenture, the Pledge Agreement or any other document or instrument in relation thereto, or the receipt of any payments with respect to the Notes, and the Issuer and the Guarantors, jointly and severally, will agree to indemnify the holders for any such taxes paid by such holders.

The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any successor Person to the Issuer or any Guarantor and to any jurisdiction in which the Issuer or any Guarantor is organized or is otherwise resident or conducts business for tax purposes or any jurisdiction from or through which payment is made by the Issuer or any Guarantors or their respective agents.

Redemption for Changes in Withholding Taxes

The Issuer will be entitled to redeem the Notes, at its option, at any time as a whole but not in part, upon not less than 30 nor more than 60 days’ notice, at 100% of the principal amount thereof, plus accrued and unpaid interest (if any) to the date of redemption (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in the event the Issuer has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Notes, any Additional Amounts or indemnification payments as a result of:

•

a change in or an amendment to the laws (including any regulations promulgated thereunder) of a Relevant Taxing Jurisdiction, which change or amendment is announced after March 18, 2004; or

•

any change in or amendment to any official position regarding the application or interpretation of such laws or regulations, which change or amendment is announced after March 18, 2004,

and, in each case, the Issuer cannot avoid such obligation by taking reasonable measures available to it.

Before the Issuer publishes or mails notice of redemption of the Notes as described above, the Issuer will deliver to the Trustee an officers’ certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and an opinion of independent legal counsel of recognized standing stating that the Issuer would be obligated to pay Additional Amounts as a result of a change in tax laws or regulations or the application or interpretation of such laws or regulations. No such notice of redemption may be given more than 60 days before or more than 270 days after the Issuer first becomes liable to pay any Additional Amounts or indemnification payments as a result of a change or amendment described above.

Optional Redemption

Except as set forth below, and except as set forth above under “ — Redemption for Changes in Withholding Taxes”, the Issuer will not be entitled to redeem the Notes prior to April 1, 2009.

On and after April 1, 2009, the Issuer will be entitled at its option to redeem all or a portion of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed in percentages of principal amount on the redemption date), plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period commencing on April 1 of the years set forth below:


Period	Redemption Price
2009		104.875	%
2010		103.250	%
2011		101.625	%
2012 and thereafter		100.000	%

Selection and Notice of Redemption

If the Issuer is redeeming less than all of the Notes of any series at any time, the Trustee will select Notes of such series on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem to be fair and appropriate.

The Issuer will redeem Notes of $1,000 or less in whole and not in part. The Issuer will cause notices of redemption to be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount thereof to be redeemed. The Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, unless the Issuer fails to redeem the Notes, interest ceases to accrue on Notes called for redemption.

Mandatory Redemption

The Issuer is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.

Change of Control

Upon the occurrence of any of the following events (each, a “Change of Control”), the Issuer will be required to offer to purchase each holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase plus accrued and unpaid interest, if any, to the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date):

	(1)		the Permitted Holders cease to own, or to have the power to direct the voting of, at least 35% of the total voting power of the Voting Stock of Parent;

	(2)		any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rule 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (2) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the total voting power of the Voting Stock of Parent; provided, however, that the Permitted Holders own or have the right to direct the voting of a lesser percentage of the total voting power of the Voting Stock of Parent than such other person or group and do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the Board of Directors of Parent;

	(3)		individuals who on the Issue Date constituted the Board of Directors of Parent (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of Parent was recommended or approved by a vote of a majority of the directors of Parent then still in office who were either directors on the Issue Date or whose election or nomination for election was previously so recommended or approved by a majority of such directors who, at such time, had been so recommended or approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office;

	(4)		the adoption of a plan relating to the liquidation or dissolution of the Issuer (other than as part of a Permitted Finco Collapse Transaction), the Company or Parent;

	(5)		the merger or consolidation of Parent with or into another Person or the merger of another Person with or into Parent, or the sale of all or substantially all the assets of Parent (determined on a consolidated basis) to another Person (other than, in all such cases, a Person that is controlled by the Permitted Holders), other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion as before the transaction and (B) in the case of a sale of assets transaction, the transferee Person becomes a Subsidiary of the transferor of such assets;

	(6)		Parent ceases to own and have the power to direct the voting of, directly or indirectly, a majority of the total voting power of the Voting Stock of each of the Issuer and the Finco Guarantors; or

	(7)		Parent (including any entity controlling Parent) ceases to own and have the power to direct the voting of, directly or indirectly, a majority of the total voting power of the Voting Stock of the Company.

Within 30 days following any Change of Control, the Issuer will mail a notice to each holder with a copy to the Trustee (the “Change of Control Offer”) stating:

(1)

that a Change of Control has occurred and that the Issuer is making an offer to purchase each holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof on the date of purchase, plus accrued and unpaid interest, if any, to the date of purchase (subject to the

			right of holders of record on the relevant record date to receive interest on the relevant interest payment date);

	(2)		the circumstances and relevant facts regarding such Change of Control (including information with respect to pro forma historical income, cash flow and capitalization, in each case after giving effect to such Change of Control);

	(3)		the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); and

	(4)		the instructions that a holder must follow in order to have its Notes purchased.

The Issuer will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described hereunder, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the covenant described hereunder by virtue of its compliance with such securities laws or regulations.

The Change of Control Offer feature of the Notes may in certain circumstances make it more difficult or discourage a sale or takeover of Parent and, thus, the removal of incumbent management of Parent and the Company. The Change of Control Offer feature is a result of negotiations between the Issuer, the Company, Parent and the initial purchasers of the Notes. Parent has no present intention to engage in a transaction involving a Change of Control, although it is possible that Parent could decide to do so in the future. Subject to the limitations discussed below, Parent could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time of Parent or the Company or otherwise affect Parent’s or the Company’s capital structure or credit ratings. Additionally, the Indenture will not restrict Parent’s ability to incur indebtedness.

Future indebtedness that the Company or Parent may incur may contain prohibitions on the occurrence of certain events that would constitute a Change of Control or require the repurchase of such indebtedness upon a Change of Control. Moreover, the exercise by the holders of their right to require the Issuer to repurchase the Notes could cause a default under such indebtedness, even if the Change of Control itself does not, due to the financial effect of such repurchase on the Company. Finally, the Issuer’s ability to pay cash to the holders of Notes following the occurrence of a Change of Control will be limited by the Company’s ability to repay the First Mortgage Bonds which will in turn be dependent upon the Company’s then existing financial resources. There can be no assurance that sufficient funds will be available to the Company when necessary to make any required repurchases.

The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of a Change of Control with the written consent of the holders of a majority in principal amount of the Notes.

Certain Covenants

The Indenture contains covenants including, among others, the following:

Limitation on Indebtedness

(a) The Company will not, and will not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness; provided that the Company and the Company Guarantors will be entitled to Incur

Indebtedness if, on the date of such Incurrence and after giving effect thereto on a pro forma basis, no Default has occurred and is continuing and the Consolidated Coverage Ratio exceeds 2.0 to 1.

(b) Notwithstanding the foregoing paragraph (a), the Company and the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness:

	(1)		Indebtedness Incurred pursuant to the Credit Agreements (including any Guarantees thereof); provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Indebtedness Incurred under this clause (1) and then outstanding does not exceed the sum of (x) 65% of the book value of the inventory of the Company and its Restricted Subsidiaries (other than any inventory constituting Inventory and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction); and (y) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable constituting Receivables and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction);

	(2)		Indebtedness owed to and held by the Company or a Wholly-Owned Subsidiary; provided, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Wholly-Owned Subsidiary ceasing to be a Wholly-Owned Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or a Wholly-Owned Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Company is the obligor on such Indebtedness (other than customary Indebtedness to a Securitization Subsidiary or Indebtedness to a Company Guarantor), such Indebtedness is expressly subordinated after a Default to the prior payment in full in cash of all obligations with respect to the Notes;

	(3)		Indebtedness Incurred under the First Mortgage Bonds in an aggregate principal amount of $800.0 million issued as Collateral for the Notes;

	(4)		Indebtedness outstanding on the Issue Date (but excluding Indebtedness described in clause (1), (2) or (3) of this covenant);

	(5)		Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Company (other than Indebtedness Incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company); provided that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant;

	(6)		Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3), (4) or (5) above, this clause (6) or clause (17) below; provided that, to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (5), such Refinancing Indebtedness shall be Incurred only by such Subsidiary;

	(7)		Hedging Obligations Incurred to protect the Company and its Restricted Subsidiaries from fluctuations in interest rates, commodity prices and exchange rates and not for speculative purposes;

	(8)		Indebtedness Incurred by a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that in the event such Securitization Subsidiary ceases to qualify as a Securitization Subsidiary or such Indebtedness in any other manner falls outside this clause (8), such Indebtedness will be deemed, in each case, to be

			Incurred at such time by such Securitization Subsidiary other than in reliance on this clause (8);

	(9)		Indebtedness (including Capital Lease Obligations) of the Company or any Restricted Subsidiary (including any Refinancing Indebtedness with respect thereto) Incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including any Indebtedness assumed in connection with the acquisition of any such assets, in an aggregate principal amount which, when taken together with all other Indebtedness of the Company or any Restricted Subsidiary Incurred pursuant to this clause (9) and then outstanding, does not exceed $50.0 million;

	(10)		Indebtedness of the Company or any Restricted Subsidiary arising from customary agreements providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, fixed or capital assets or a Subsidiary;

	(11)		any Guarantee by the Company or a Company Guarantor of any Indebtedness of the Company or a Restricted Subsidiary (other than a Securitization Subsidiary and other than Indebtedness of a Restricted Subsidiary to which the proviso to clause (6) applies) that was permitted to be Incurred by the Company or such Restricted Subsidiary under the terms of this covenant at the time so Incurred;

	(12)		Indebtedness of the Company or any Restricted Subsidiary arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, but only to the extent that such Indebtedness is satisfied within five Business Days of Incurrence;

	(13)		obligations of the Company or any Restricted Subsidiary in respect of bid, performance, surety or appeal bonds and completion guarantees provided in the ordinary course of business of the Company and its Restricted Subsidiaries;

	(14)		Indebtedness consisting of Note Guarantees of the Company and the Company Guarantors;

	(15)		Subordinated Obligations in an aggregate amount not exceeding $100.0 million at any time outstanding; provided that the Stated Maturity of such Subordinated Obligations is no earlier than the 91st day following the Stated Maturity of the Notes;

	(16)		Indebtedness of the Company and the Company Guarantors in an aggregate principal amount not to exceed $50.0 million at any time outstanding; and

	(17)		Indebtedness of the Company or any Restricted Subsidiary incurred during any Suspension Period.

(c) Notwithstanding the foregoing, the Company shall not permit the aggregate principal amount of Bonds outstanding at any one time to exceed $900.0 million.

(d) For purposes of determining compliance with this covenant, (1) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Company, in its sole discretion, will classify such item of Indebtedness at the time of Incurrence and only be required to include the amount and type of such Indebtedness in one of the above clauses and (2) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above.

(e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness;

provided that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness being Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

(f) At any time other than during a Suspension Period, the Company will not, and will not permit any Company Guarantor to, directly or indirectly, incur any Indebtedness that is or purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Company Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the First Mortgage Bonds (in the case of the Company) and the Note Guarantee of the Company or such Company Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Company Guarantor, as the case may be.

Limitation on Restricted Payments

(a) The Company will not, and will not permit any Restricted Subsidiary, directly or indirectly, to make a Restricted Payment if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:

(1)

a Default shall have occurred and be continuing (or would result therefrom);

	(2)		the Company would not be permitted to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “ — Limitation on Indebtedness”; or

	(3)		the aggregate amount of such Restricted Payment and all other Restricted Payments since the Issue Date would exceed the sum of (without duplication):

	(A)		50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the first full fiscal quarter commencing after the Issue Date to the end of the most recent fiscal quarter for which financial statements have been made publicly available on or prior to the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); plus

	(B)		100% of the aggregate Net Cash Proceeds received by the Company from the issuance or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Issue Date (other than an issuance or sale to a Subsidiary of the Company and other than an issuance or sale to an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) and 100% of any cash capital contribution received by the Company from its shareholders subsequent to the Issue Date; plus

	(C)		the amount by which Indebtedness of the Company issued after the Issue Date is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company into Capital Stock (other than Disqualified Stock) of the Company (less the amount of any cash, or the fair value of any other property, distributed by the Company upon such conversion or exchange); plus

	(D)		an amount equal to the sum of (x) the net reduction in the Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in any Person after the Issue Date resulting from repurchases, repayments or redemptions of such Investments by such Person, proceeds realized on the sale of such Investment and proceeds representing the return of capital, in each case received by the Company or any Restricted Subsidiary, (y) the amount of any Guarantee or similar arrangement that has terminated or expired or by which it has been reduced to the extent that it was treated as a Restricted Payment after the Issue Date, net of any amounts paid by the Company or a Restricted Subsidiary in respect of such Guarantee or similar arrangement, and (z) to the extent such Person is an Unrestricted Subsidiary, the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the amounts set forth in clauses (x), (y) and (z) above shall not exceed, in the case of any such Person or Unrestricted Subsidiary, the amount of Investments (excluding Permitted Investments) previously made and treated as a Restricted Payment by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary as reduced pursuant to clause (b)(7) below; minus

	(E)		an amount equal to the contributions required to be made by the Company or any Restricted Subsidiary to the Ispat Inland Inc. Pension Plan following the Issue Date pursuant to Section III.A.4 of the July 9, 2003 amendment to the PBGC Agreement relating to excess EBITDA contributions to the Ispat Inland Inc. Pension Plan.

(b)

The preceding provisions will not prohibit:

	(1)		any Restricted Payment made out of the Net Cash Proceeds of the substantially concurrent sale of, or made by exchange for, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or to a trust established by the Company or any of its Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Company from its shareholders; provided that (A) such Restricted Payment shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above and (B) the Net Cash Proceeds from such sale or such cash capital contribution (to the extent so used for such Restricted Payment) shall be excluded from the calculation of amounts under clause (3)(B) of paragraph (a) above;

	(2)		any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of Subordinated Obligations of the Company or a Company Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations; provided that (A) the Stated Maturity of the Subordinated Obligations being issued or exchanged to purchase, redeem, defease, acquire or retire for value such existing Subordinated Obligations shall be no earlier than the 91st day following the Stated Maturity of the Notes and (B) such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(3)		dividends paid within 60 days after the date of declaration thereof if at such date of declaration such dividend would have complied with this covenant; provided that at the time of payment of such dividend, no other Default shall have occurred and be continuing (or result therefrom); provided, further, that such dividend shall be included in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(4)		so long as no Default has occurred and is continuing, the repurchase or other acquisition of shares of Capital Stock of Parent or any of its Subsidiaries from employees, former employees, directors or former directors of the Company or any of its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent under which such individuals purchase or sell or are granted the option to purchase or sell, shares of such Capital Stock; provided that the aggregate amount of such repurchases and other acquisitions shall not exceed $1,000,000 in any calendar year; provided, further, that such repurchases and other acquisitions shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(5)		Investments in the Existing Joint Ventures in an aggregate amount not exceeding $15.0 million per twelve-month period since the Issue Date; provided that to the extent Investments in the Existing Joint Ventures actually made in any twelve-month period are less than the amount permitted to be made (giving effect to all previous carryforwards on a cumulative basis), the amount of the difference may be carried forward and used in a subsequent twelve-month period; provided, further, that such Investments shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(6)		advances to the Existing Joint Ventures to fund working capital requirements in the ordinary course of business in an aggregate principal amount outstanding at any time not to exceed $10.0 million; provided that such advances shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(7)		Restricted Payments not exceeding $25.0 million in the aggregate; provided that (A) at the time of such Restricted Payments, no Default shall have occurred and be continuing (or result therefrom) and (B) such Restricted Payments shall be included in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above; provided, further, that any such Restricted Payment made after the Issue Date shall no longer be included in such $25.0 million to the extent (A) in the case of a Restricted Payment that is an Investment, (i) the Company or any Restricted Subsidiary (x) has received a return of capital in respect thereof or (y) if such Investment was a loan or advance, has received cash in repayment of such loan or advance and (B) in the case of a Restricted Payment that is a Guarantee or similar arrangement, such Guarantee or similar arrangement has terminated or expired or, to the extent such Guarantee or similar arrangement has been reduced, net of any amounts paid by the Company or a Restricted Subsidiary in respect of such Guarantee or similar arrangement and (ii) the Company has elected to have the amount received pursuant to the foregoing clause (i) increase the amount of Restricted Payments available pursuant to this clause (b)(7) in lieu of increasing the amount set forth in clause (a)(3)(D) above;

	(8)		Restricted Payments made during any Suspension Period; provided that such Restricted Payments shall be included in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(9)		any Note Guarantee provided that such Note Guarantees shall be excluded in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above;

	(10)		in connection with any Permitted Finco Collapse Transaction, the Restricted Payment, if any, deemed to be made pursuant to the last paragraph of the Permitted Finco Collapse Transaction definition; provided that such Restricted Payment shall be included in the calculation of the amount of Restricted Payments under clause (3) of paragraph (a) above; and

(11)

Refinancing Indebtedness in respect of the Company’s Guarantee of Indebtedness of I/N Kote outstanding on the Issue Date.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (a) pay dividends or make any other distributions on its Capital Stock to the Company or a Restricted Subsidiary or pay any Indebtedness owed to the Company, (b) make any loans or advances to the Company or (c) transfer any of its property or assets to the Company, except:

(1)

with respect to clauses (a), (b) and (c),

	(A)		any encumbrance or restriction pursuant to an agreement in effect at or entered into on the Issue Date;

	(B)		any encumbrance or restriction with respect to a Restricted Subsidiary pursuant to an agreement relating to any Indebtedness Incurred by such Restricted Subsidiary on or prior to the date on which such Restricted Subsidiary was acquired by the Company (other than Indebtedness Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company) and outstanding on such date which encumbrance or restriction does not relate to any Person other than such Restricted Subsidiary;

	(C)		any encumbrance or restriction pursuant to an agreement effecting a Refinancing of Indebtedness Incurred pursuant to an agreement referred to in clause (A), (B) or (G) of clause (1) of this covenant or this clause (C) or contained in any amendment to an agreement referred to in clause (A) or (B) of clause (1) of this covenant or this clause (C); provided that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such refinancing agreement or amendment are not less favorable in any material respect to the holders of Notes than encumbrances and restrictions with respect to such Restricted Subsidiary contained in such predecessor agreements (as determined by the Company in its reasonable judgment);

	(D)		any encumbrance or restriction with respect to a Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such encumbrances and restrictions are customarily required by the institutional sponsor or arranger of such Qualified Securitization Transaction in similar types of documents relating to the purchase of similar receivables, other rights to payment or inventory in connection with the financing thereof;

	(E)		any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

	(F)		customary provisions in joint venture agreements relating solely to the securities, assets and revenues of such joint venture; and

	(G)		encumbrances or restrictions incurred or entered into during any Suspension Period; and

(2)

with respect to clause (c) only,

	(A)		any such encumbrance or restriction (i) consisting of customary nonassignment provisions in leases governing leasehold interests to the extent such provisions restrict the transfer of the lease or the property leased thereunder or (ii) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract;

	(B)		restrictions contained in security agreements or mortgages securing Indebtedness of a Restricted Subsidiary to the extent such restrictions restrict the transfer of the property subject to such security agreements or mortgages; and

	(C)		any encumbrance or restriction by virtue of any transfer or agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Restricted Subsidiary not otherwise prohibited by the Indenture.

Limitation on Sales of Assets and Subsidiary Stock

(a) At any time other than during a Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Disposition unless:

	(1)		the Company or such Restricted Subsidiary receives consideration at the time of such Asset Disposition at least equal to the fair market value (including as to the value of all non-cash consideration), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition;

	(2)		at least 75% of the consideration thereof received by the Company or such Restricted Subsidiary is in the form of cash or cash equivalents; and

	(3)		an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or such Restricted Subsidiary, as the case may be):

	(A)		first, (i) to the extent that such Asset Disposition is of assets other than Inventory Collateral, to the extent the Company elects or is required, to repay Indebtedness under any Credit Agreement and (ii) to the extent such Asset Disposition is of Inventory Collateral, to the extent the Company elects or is required, to repay Indebtedness secured by a Permitted Inventory Collateral Lien on the Inventory Collateral ranking prior to the Lien securing the Company’s Note Guarantee;

	(B)		second, to the extent of the balance of such Net Available Cash after application in accordance with clause (A), to the extent the Company elects, to acquire Additional Assets within one year (or enter into a binding commitment therefor within such one-year period and acquire such Additional Assets within 6 months after such one-year period) from the later of the date of such Asset Disposition or the receipt of such Net Available Cash and to the extent the assets disposed of constituted Inventory Collateral, such Additional Assets shall be Inventory Collateral;

	(C)		third, to the extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B), the Issuer will make an offer to the holders of the Notes (and (i) except to the extent such Net Available Cash was from an Asset Disposition of Inventory Collateral, the Company may make an offer to holders of other Senior Indebtedness of the Company designated by the Company and (ii) to the extent such Net Available Cash was from an Asset Disposition of Inventory Collateral, the Company may make an offer to holders of other Indebtedness with a Permitted Inventory Collateral Lien ranking prior

			to or pari passu with the Lien on the Inventory Collateral securing the Company’s Note Guarantee) to purchase Notes (and, if applicable, such other Indebtedness of the Company) pursuant to and subject to the conditions contained in the Indenture; and

	(D)		fourth, any balance of such Net Available Cash after application in accordance with clauses (A), (B) and (C) above (or to the extent any offer made in accordance with clause (C) above is not accepted) may be used by the Company for its general corporate purposes.

Notwithstanding the foregoing provisions of this covenant, the Issuer will not be required to apply any Net Available Cash in accordance with clause (C) above until such time as the aggregate Net Available Cash from all Asset Dispositions which is not applied in accordance with clauses (A) and (B) exceeds $10.0 million. Pending application of Net Available Cash pursuant to this covenant, such Net Available Cash may be invested in any manner not prohibited by the Indenture or applied to temporarily reduce revolving credit indebtedness.

(b)

For the purposes of this covenant, the following are deemed to be cash or cash equivalents:

	(1)		the assumption of Indebtedness of the Company or any Restricted Subsidiary and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness in connection with such Asset Disposition; and

	(2)		securities received by the Company or any Restricted Subsidiary from the transferee that are promptly converted by the Company or such Restricted Subsidiary into cash.

(c) In the event of an Asset Disposition that requires or results in the purchase of Notes (and, if applicable, other Indebtedness of the Company) pursuant to clause (a)(3)(C) above, the Issuer will purchase Notes tendered pursuant to an offer by the Company for the Notes (and, if applicable, the Company will purchase such other Indebtedness of the Company) at a purchase price of 100% of their principal amount (or, subject to the text below relating to a lesser price, in the event such other Indebtedness of the Company was issued with original issue discount, 100% of the accreted value thereof) without premium, plus accrued but unpaid interest (or, in respect of such other Indebtedness of the Company, such lesser price, if any, as may be provided for by the terms of such Indebtedness) in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. If the aggregate purchase price of the securities tendered exceeds the Net Available Cash allotted to their purchase, the Notes and, if applicable, such other Indebtedness will be purchased on a pro rata basis but in round denominations, which in the case of the Notes will be denominations of $1,000 principal amount or multiples thereof.

(d) The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described above by virtue of its compliance with such securities laws or regulations.

Limitation on Affiliate Transactions

(a) The Company will not, and will not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an “Affiliate Transaction”) unless:

(1)

the terms of the Affiliate Transaction are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of the Affiliate Transaction in arm’s-length dealings with a Person who is not an Affiliate;

	(2)		if such Affiliate Transaction involves an amount in excess of $5.0 million, the terms of the Affiliate Transaction are set forth in writing and a majority of the Board of Directors of the Company has determined in good faith that the criteria set forth in clause (1) are satisfied and has approved the relevant Affiliate Transaction as evidenced by a resolution; and

	(3)		if such Affiliate Transaction involves an amount in excess of $25.0 million, the Board of Directors of the Company shall also have received a written opinion from an Independent Qualified Party to the effect that such Affiliate Transaction is fair, from a financial standpoint, to the Company and its Restricted Subsidiaries or is not less favorable to the Company and its Restricted Subsidiaries than could reasonably be expected to be obtained at the time in an arm’s-length transaction with a Person who was not an Affiliate.

(b)

The provisions of the preceding paragraph (a) will not prohibit:

	(1)		any Investment (other than a Permitted Investment) or other Restricted Payment, in each case permitted to be made pursuant to the covenant described under “ — Limitation on Restricted Payments”;

	(2)		any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of Parent or the Company;

	(3)		loans or advances to employees or directors in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time;

	(4)		indemnities made in the ordinary course of business to employees or directors of the Company, its Subsidiaries, the Issuer and the Finco Guarantors;

	(5)		the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or its Restricted Subsidiaries or Parent;

	(6)		any transaction with a Restricted Subsidiary or joint venture or similar entity (including, without limitation, the Existing Joint Ventures) which would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Restricted Subsidiary or joint venture or similar entity (including, without limitation, the Existing Joint Ventures);

	(7)		the issuance or sale of any Capital Stock (other than Disqualified Stock) of the Company;

	(8)		the purchase and sale of raw materials, steel and steel-related products and services with Affiliates conducted in the ordinary course of business of the Company and its Restricted Subsidiaries, the terms of which are no less favorable to the Company or any Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not an Affiliate;

	(9)		the payment of reasonable management fees to Parent or its Subsidiaries in an aggregate amount not to exceed $10.0 million in any fiscal year;

	(10)		sales or other transfers or dispositions of (x) Receivables and Related Assets and (y) Inventory and Related Assets each in Qualified Securitization Transactions, acquisitions of Permitted Investments in connection with a Qualified Securitization Transaction and the entering into of Standard Securitization Undertakings in connection with a Qualified Securitization Transaction;

	(11)		any transaction with the Issuer or, prior to a Permitted Finco Collapse Transaction, any Finco Guarantor; and

	(12)		any Affiliate Transaction entered into during any Suspension Period.

Limitation on the Sale or Issuance of Capital Stock of Restricted Subsidiaries

At any time other than during a Suspension Period, the Company:

(1) will not, and will not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise dispose of any Capital Stock of any Restricted Subsidiary to any Person (other than the Company or a Wholly-Owned Subsidiary), and

(2) will not permit any Restricted Subsidiary to issue any of its Capital Stock (other than, if necessary, shares of its Capital Stock constituting directors’ or other legally required qualifying shares) to any Person (other than to the Company or a Wholly-Owned Subsidiary),

unless:

	(A)		immediately after giving effect to such issuance, sale or other disposition, neither the Company nor any of its Subsidiaries owns any Capital Stock of such Restricted Subsidiary; or

	(B)		immediately after giving effect to such issuance, sale or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect thereto is treated as a new Investment by the Company and such Investment would be permitted to be made under the covenant described under “ — Limitation on Restricted Payments” if made on the date of such issuance, sale or other disposition.

Limitation on Liens

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien on the First Mortgage Bonds Collateral (as defined under “Description of the First Mortgage Bonds — First Mortgage Bonds Collateral”) other than Permitted First Mortgage Bonds Collateral Liens.

The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur or permit to exist any Lien on the Inventory Collateral other than Permitted Inventory Collateral Liens.

The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, Incur or permit to exist any Lien on the Capital Stock of any Subsidiary of the Company that directly or indirectly owns any interest in I/N Kote or I/N Tek, other than Permitted Liens of the types described in clauses (2) and (4) of the definition of “Permitted Liens”; provided that the foregoing will not apply to the extent the Company or a Company Guarantor effectively provides that the applicable Note Guarantees shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to exist any Lien (the “Initial Lien”) of any nature whatsoever on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, other than Permitted Liens; provided that the foregoing will not apply to the extent the Company or a Company Guarantor effectively provides that the applicable Note Guarantees shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.

Any Lien created for the benefit of the holders of the Notes pursuant to the provisos in the preceding two paragraphs shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien (or Lien upon the applicable Capital Stock, as applicable).

Limitation on Sale/Leaseback Transactions

The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale/Leaseback Transaction with respect to any property unless:

(1) the Company or such Restricted Subsidiary would be entitled to (A) Incur Indebtedness in an amount equal to the Attributable Debt with respect to such Sale/Leaseback Transaction pursuant to the covenant described under “ — Limitation on Indebtedness” and (B) create a Lien on such property securing such Attributable Debt pursuant to the covenant described under “ — Limitation on Liens”;

(2) the net proceeds received by the Company or any Restricted Subsidiary in connection with such Sale/Leaseback Transaction are at least equal to the fair market value (as determined by the Board of Directors of the Company) of such property; and

(3) the Company applies the proceeds of such transaction in compliance with the covenant described under “ — Limitation on Sale of Assets and Subsidiary Stock”.

Merger and Consolidation

The Company will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Company”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Company (if not the Company) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of the Company under the Mortgage, the First Mortgage Bonds, the Company’s Note Guarantee and the Indenture;

(2) immediately after giving pro forma effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any Subsidiary as a result of such transaction as having been Incurred by such Successor Company or such Subsidiary at the time of such transaction), no Default shall have occurred and be continuing;

(3) at any time other than during a Suspension Period, immediately after giving pro forma effect to such transaction, the Successor Company would be able to Incur an additional $1.00 of Indebtedness pursuant to paragraph (a) of the covenant described under “ — Limitation on Indebtedness”;

(4) at any time other than during a Suspension Period, immediately after giving pro forma effect to such transaction, the Successor Company shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Company immediately prior to such transaction;

(5) the Company shall have delivered to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture and the Mortgage and that all necessary actions have been taken to preserve the priority and perfection of the Lien of the Mortgage on the First Mortgage Bonds Collateral; and

(6) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred;

provided that clauses (3) and (4) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of its properties and assets to the Company or (B) the Company merging with an Affiliate of the Company solely for the purpose and with the sole effect of reincorporating the Company in another jurisdiction.

The Successor Company will be the successor to the Company and shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Note Guarantee, and the predecessor Company, except in the case of a lease, shall be released from the obligations under its Note Guarantee and the Indenture.

The Company will not permit any Company Guarantor to consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, all or substantially all of its assets to any Person unless:

(1) except in the case of a Company Guarantor that has been disposed of in its entirety to another Person (other than to the Company or another Company Guarantor), whether through a merger, consolidation or sale of Capital Stock or assets, if in connection therewith, at any time other than during a Suspension Period, the Company provides an officer’s certificate to the Trustee to the effect that the Company will comply with its obligations under the covenant described under “ — Limitation on Sales of Assets and Subsidiary Stock” in respect of such disposition, the resulting, surviving or transferee Person (if not such Subsidiary) shall be a Person organized and existing under the laws of the jurisdiction under which such Subsidiary was organized or under the laws of the United States of America, or any State thereof or the District of Columbia, and such Person shall expressly assume, by supplemental indenture, in a form satisfactory to the Trustee, all the obligations of such Subsidiary under its Note Guarantee and the Indenture;

(2) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Indebtedness which becomes an obligation of the resulting, surviving or transferee Person as a result of such transaction as having been Incurred by such Person at the time of such transaction), no Default shall have occurred and be continuing; and

(3) the Company delivers to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture, if any, comply with the Indenture.

Future Company Guarantors

The Indenture provides that (i) if the Company forms or acquires a domestic Restricted Subsidiary which, or (ii) if any domestic Restricted Subsidiary of the Company on the Issue Date at any time following the Issue Date, in each case, (x) Incurs Indebtedness other than Indebtedness owed to or a Guarantee in favor of the Company or a Guarantor or (y) owns net assets (other than intercompany receivables owing from the Company to a Restricted Subsidiary) with a fair market value in excess of $5.0 million (as determined by the Board of Directors of the Company) (in each case, other than a Securitization Subsidiary), the Company will cause such Subsidiary to execute a supplemental indenture pursuant to which such Subsidiary shall guarantee the Notes pursuant to a Note Guarantee.

Limitation on Amendment of Mortgage

The Indenture provides that the Company will not permit any amendment to be made to the Mortgage, which requires the consent of holders of the Bonds, unless the holders of a majority in aggregate principal amount of the Notes outstanding have consented thereto.

Limitation on Business Activities

At any time except during a Suspension Period, the Company will not, and will not permit any Restricted Subsidiary to, enter into any line of business other than the businesses engaged in by the Company and its Subsidiaries on the Issue Date as described in the Offering Memorandum and businesses that are reasonably related thereto or reasonable extensions thereof.

Covenants of the Issuer Following a Permitted Finco Collapse Transaction

Following December 28, 2007, the date on which the Permitted Finco Collapse Transaction was concluded, the Issuer will not engage in any business or activities other than performing its obligations under the Indenture, the Pledge Agreement, the Purchase Agreement, the Registration Rights Agreement (and any customary future purchase

agreement or registration rights agreement in connection with any offering of Additional Notes), and the Notes, and activities reasonably incidental thereto.

Without limitation of the foregoing restrictions, following the consummation of a Permitted Finco Collapse Transaction:

(a) the Issuer will not, directly or indirectly, Incur or suffer to exist any Indebtedness or other liability other than:

	(i)		pursuant to the Finco Subordinated Note;

	(ii)		the Notes issued on the Issue Date (and Additional Notes to the extent that the Company has issued a like principal amount of First Mortgage Bonds to the Issuer which have been pledged to the Trustee for the benefit of the holders of Notes), the Indenture, the Pledge Agreement, the Purchase Agreement and the Registration Rights Agreement (and any customary future purchase agreement or registration rights agreement relating to an offering of Additional Notes);

	(iii)		liabilities for taxes as a result of the operation of the Issuer in accordance with the Indenture which are not yet due or which are being contested in good faith by appropriate proceeding and for which adequate reserves are being maintained;

	(iv)		administrative expenses, including legal, SEC reporting and accounting expenses;

	(v)		other liabilities incidental to the performance of the Issuer’s obligations under the Indenture, the Notes and the Pledge Agreement and the other transactions contemplated hereby; and

	(vi)		liabilities under any Inventory Intercreditor Agreement;

(b) the Issuer will not sell or otherwise dispose of any of the Collateral or merge into or consolidate with any Person;

(c) the Issuer will not create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to the Indenture and the Pledge Agreement) on the ability of the Issuer to (i) make loans or advances to the Company or (ii) transfer any of its property or assets to the Company;

(d) the Issuer will not take or knowingly or negligently omit to take, any action which action or omission would have the result of materially and adversely impairing the security interest with respect to the Collateral other than as expressly contemplated by the Indenture and the Pledge Agreement; and

(e) the Issuer will not redeem, repurchase or pay any dividend or any other distribution on any of its Capital Stock or make any Investment in any Person other than:

	(i)		Investments consisting of loans of Excess Finco Proceeds to the Company in exchange for a like aggregate principal amount of Company Notes;

	(ii)		Investments in the First Mortgage Bonds which are outstanding on the Issue Date and additional First Mortgage Bonds which are pledged as Collateral for the Notes;

	(iii)		Investments in the Capital Stock of the Company;

	(iv)		Investments in Temporary Cash Investments; and

	(v)		Investments in Bonds and Capital Stock of the Company transferred to it in a Permitted Finco Collapse Transaction.

Covenants of Parent

Limitation on Merger or Consolidation of Parent

Parent will not consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, unless:

(1) the resulting, surviving or transferee Person (the “Successor Parent”) shall be a Person organized and existing under the laws of any member nation of the European Union (as constituted on the Issue Date) or Canada or the laws of any political subdivision thereof or the laws of the United States of America, any State thereof or the District of Columbia and the Successor Parent (if not Parent) shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of Parent under its Note Guarantee and the Indenture;

(2) immediately after giving pro forma effect to such transaction, no Default shall have occurred and be continuing;

(3) Parent shall have delivered to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the Indenture;

(4) Parent shall have delivered to the Trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such transaction and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred; and

(5) Parent shall have delivered an Opinion of Counsel in the jurisdiction of organization of Parent (if other than the United States) to the effect that the holders of the Notes (other than holders that are resident in such jurisdiction or that have a permanent establishment in such jurisdiction to which the Notes are attributable) will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such transaction and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred.

The Successor Parent will be the successor to Parent and shall succeed to, and be substituted for, and may exercise every right and power of, Parent under Parent’s Note Guarantee and the Indenture, and the predecessor Parent, except in the case of a lease, shall be released from its Note Guarantee and its other obligations under the Indenture.

SEC Reports

Notwithstanding that the Issuer and the Guarantors may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer and the Guarantors will file with the SEC and provide the Trustee and holders of Notes with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and other reports to be so filed and provided at the times specified for the filings of such information, documents and reports under such Sections; provided, that in lieu of any annual report and such information, documents and other reports required of U.S. corporations, Parent may file and provide such annual report and such information, documents and other reports required of foreign private issuers subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and provided further that Parent continues to file on Form 6-K quarterly reports containing information similar in substance to the quarterly reports it has historically filed.

Defaults

Each of the following is an Event of Default:

(1) a default in the payment of interest or Additional Amounts on the Notes when due, continued for 30 days;

(2) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required purchase, upon declaration of acceleration or otherwise;

(3) (i) the failure by the Company or any Company Guarantor to comply with its obligations under “ — Certain Covenants — Merger and Consolidation” or “ — Certain Covenants — Limitation on Amendment of Mortgage” above; (ii) the failure of the Issuer to comply with its obligations under clause (b) of “ — Covenants of the Issuer Following a Permitted Finco Collapse Transaction”; (iii) the failure by the Issuer to comply with its obligations under clauses (c) or (d) of “ — Covenants of the Issuer Following a Permitted Finco Collapse Transaction” which failure continues for 30 days; or (iv) the failure by Parent to comply with its obligations under “— Covenants of Parent”;

(4) (i) the failure by the Company or any Company Guarantor, as the case may be, to comply for 30 days after notice with any of its obligations in the covenants described above under “ — Change of Control” (other than a failure to purchase Notes which shall be governed by clause (2) above) or under “ — Certain Covenants” under “ — Limitation on Indebtedness”, “ — Limitation on Restricted Payments”, “ — Limitation on Sales of Assets and Subsidiary Stock” (other than a failure to purchase Notes which shall be governed by clause (2) above), and “ — Limitation on Liens” or (ii) the failure by the Issuer to comply for 30 days after notice with any of its obligations in clause (a) or (e) of “ — Covenants of the Issuer Following a Permitted Finco Collapse Transaction”;

(5) the failure by the Issuer or any Guarantor to comply for 60 days after notice with its other agreements contained in the Indenture, the Mortgage or the Pledge Agreement;

(6) Indebtedness of Parent, the Company, any Company Guarantor or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10.0 million, or in the case of Parent, $25.0 million (the “cross-acceleration provision”);

(7) certain events of bankruptcy, insolvency or reorganization of the Issuer, any Guarantor or any Significant Subsidiary (the “bankruptcy provisions”);

(8) any judgment or decree for the payment of money in excess of $10.0 million or, in the case of Parent, $25.0 million is entered against Parent, the Company, any Company Guarantor or any Significant Subsidiary, remains outstanding for a period of 60 consecutive days following such judgment and is not discharged, waived or stayed within 10 days after notice (the “judgment default provision”);

(9) any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or any Guarantor denies or disaffirms its obligations under its Note Guarantee;

(10) with respect to any Collateral, (A) any material Lien under the Collateral Documents, at any time, ceases to be in full force and effect for any reason other than in accordance with the terms of the Collateral Documents and the Indenture and other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture, (B) any security interest created thereunder or under the Indenture is declared invalid or unenforceable, (C) the Company or any Pledgor asserts, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable or (D) any Person commences a foreclosure proceeding in respect of any material part of the Collateral;

(11) with respect to any material amount of First Mortgage Bonds Collateral, (A) the security interest under the Mortgage, at any time, ceases to be in full force and effect for any reason other than in accordance with its terms, (B) any security interest created thereunder is declared invalid or unenforceable, (C) the Company asserts, in

any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable or (D) any Person commences a foreclosure proceeding in respect thereof; or

(12) the Parent Subordination Agreement shall cease to be in full force and effect or the Company or any holder of Existing Shareholder Advances shall assert the invalidity of any provision of the Parent Subordination Agreement.

However, a default under clauses (4), (5) and (8) will not constitute an Event of Default until the Trustee or the holders of 25% in aggregate principal amount of the outstanding Notes notify the Issuer of the default and the Issuer does not cure such default within the time specified after receipt of such notice.

If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer, any Finco Guarantor, Parent or the Company occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. If an Event of Default exists solely by reason of an acceleration of Indebtedness under clause (6), and such acceleration is rescinded by the holders of such Indebtedness prior to the time the Notes have been accelerated, such Event of Default shall cease to exist. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of the Notes unless such holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless:

(1) such holder has previously given the Trustee notice that an Event of Default is continuing;

(2) holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee to pursue the remedy;

(3) such holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense;

(4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) holders of a majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period.

Subject to certain restrictions, the holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other holder of a Note or that would involve the Trustee in personal liability.

If a Default occurs, is continuing and is known to the Trustee, the Trustee must mail to each holder of the Notes notice of the Default within 90 days after it occurs. Except in the case of a Default in the payment of principal of or interest on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers determines that withholding notice is not opposed to the interest of the holders of the Notes. In addition, the Issuer is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuer is required to

deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Issuer is taking or proposes to take in respect thereof.

Amendments and Waivers

Subject to certain exceptions, the Indenture, the Collateral Documents, the Parent Subordination Agreement, any Company Note, the Intercreditor Agreements and the Notes may be amended with the consent of the holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange for the Notes) and any past default or compliance with any provisions may also be waived with the consent of the holders of a majority in principal amount of the Notes then outstanding; provided that if any such amendment or waiver directly and disproportionately affects one series of Notes, such amendment or waiver shall require the consent of the holders of a majority in principal amount of such series of Notes and if any such amendment only affects one series of Notes the holders of the other series of Notes shall not be required to consent thereto. However, without the consent of each holder of an outstanding Note affected thereby, an amendment may not, among other things:

(1) reduce the amount of Notes whose holders must consent to an amendment;

(2) reduce the rate of or extend the time for payment of interest on any Note;

(3) reduce the principal of or extend the Stated Maturity of any Note;

(4) reduce the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed as described under “ — Optional Redemption” or “ — Redemption for Changes in Withholding Taxes”;

(5) make any Note payable in money other than that stated in the Note;

(6) impair the right of any holder of the Notes to receive payment of principal of and interest on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;

(7) make any change in the amendment provisions which require each holder’s consent or in the waiver provisions;

(8) make any change in the ranking or priority of any Note or any Note Guarantee that would adversely affect the holders of Notes or release any Guarantor from its Note Guarantee except as provided in the Indenture;

(9) except as specifically permitted by the Indenture or the Collateral Documents, make any change in the provisions in the Indenture or the Collateral Documents dealing with the application of proceeds from Collateral that would materially and adversely affect the holders of Notes or release any Pledgor from the Pledge Agreement or release the Company from the Inventory Security Agreement except as provided in the Indenture or the Collateral Documents;

(10) make any change in the provisions of the Indenture described under “ — Additional Amounts” that adversely affects the rights of any Noteholder or amend the terms of the Notes or the Indenture in a way that would result in the loss of an exemption from any of the Taxes described thereunder; or

(11) make any change to the provisions described under “ — Change of Control” after a Change of Control has occurred or any change to the provisions of “ — Limitation on Sales of Assets and Subsidiary Stock” after the Issuer has become obligated to offer to purchase Notes.

Notwithstanding the preceding, without the consent of any holder of the Notes, the Issuer, the Guarantors and the Trustee may amend the Indenture, Intercreditor Agreements, the Notes, the Collateral Documents, the Parent Subordination Agreement or any Company Note:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to provide for the assumption by a successor corporation of the obligations of Parent, the Issuer, the Company or any Company Guarantor under the Indenture;

(3) to provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) to add additional Note Guarantees or Collateral with respect to the Notes;

(5) to add to the covenants of the Issuer or any Guarantor for the benefit of the holders of the Notes or to surrender any right or power conferred upon the Issuer or any Guarantor;

(6) to make any change that does not adversely affect the rights of any holder of the Notes;

(7) to comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act;

(8) to enter into any Inventory Intercreditor Agreement and subordinate the Lien of the Trustee under the Inventory Security Agreement to the Lien of any Person that holds a Lien on the Inventory Collateral permitted by clause (1) of the definition “Permitted Inventory Collateral Liens” on terms not less favorable to the holders of the Notes than the terms of the GECC Intercreditor Agreement and, in connection therewith, to amend the Inventory Security Agreement to provide such parties rights on terms no less favorable to the holders of Notes than the rights provided in the Inventory Security Agreement to the agent and lenders under the GECC Credit Agreement thereunder; or

(9) to enter into an intercreditor agreement (each such intercreditor agreement being referred to, together with the Existing Receivables Intercreditor Agreement, as a “Receivables Intercreditor Agreement”) with any party that has a security interest in Receivables and Related Assets which is a Permitted Lien on terms no less favorable to the holders of Notes than the terms of the Existing Receivables Intercreditor Agreement and, in connection therewith, to amend the Inventory Security Agreement to provide such parties rights on terms no less favorable to the holders of Notes than the rights provided to the counterparties of the Company in the Existing Receivables Intercreditor Agreement.

The provisions under the Indenture relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control, prior to the occurrence of a Change of Control, or Asset Disposition, prior to the Issuer becoming obligated to make an offer to purchase Notes, may be waived or modified with the written consent of the holders of a majority in principal amount of the Notes.

The consent of the holders of the Notes is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

After an amendment under the Indenture becomes effective, the Issuer will be required to mail to holders of the Notes a notice briefly describing such amendment. However, the failure to give such notice to all holders of the Notes, or any defect therein, will not impair or affect the validity of the amendment.

Transfer

The Notes were issued in registered form and will be transferable only upon the surrender of the Notes being transferred for registration of transfer. The Issuer may require payment of a sum sufficient to cover any tax, assessment or other governmental charge payable in connection with certain transfers and exchanges.

Satisfaction and Discharge

The Indenture and the Collateral Documents will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of Notes, which shall survive until all Notes have been canceled) as to all outstanding Notes when the Issuer has paid all sums payable by it under the Indenture and either:

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation, or

(2) (a) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable or have been called for redemption pursuant to the provisions described under “ — Optional Redemption”, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee trust funds in trust in an amount of money sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation, and (b) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

Defeasance

At any time when no Floating Rate Notes are outstanding, the Issuer may terminate all its and the Guarantors’ obligations under the Notes, the Note Guarantees, the Collateral Documents and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes.

In addition at any time when no Floating Rate Notes are outstanding, the Issuer may terminate its obligations (“covenant defeasance”) under “ — Change of Control” and under the covenants described under “ — Certain Covenants” (other than the covenant described under “ — Merger and Consolidation”), the operation of the cross-acceleration provision, the bankruptcy provisions (other than with respect to Parent, the Company and the Issuer) and the judgment default provision described under “ — Defaults” above and the limitations contained in the first paragraph and clauses (3) and (4) of the second paragraph under “ — Certain Covenants — Merger and Consolidation” above (the “defeased provisions”).

The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Issuer exercises its legal defeasance option, payment of the Notes and any Note Guarantee may not be accelerated because of an Event of Default with respect to any defeased provision. If the Issuer exercises its legal defeasance option, the Guarantors will be released from all of their obligations with respect to the Note Guarantees and the Pledge Agreement and the Collateral shall be released from the Lien of the Pledge Agreement.

In order to exercise either of the defeasance options, the Issuer must irrevocably deposit in trust (the “defeasance trust”) with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Notes to redemption or maturity, as the case may be, and must comply with certain other conditions, including delivery to the Trustee of (1) an opinion of counsel to the effect that holders of the Notes will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance and will be subject to Federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred (and, in the case of legal defeasance only, such opinion of counsel must be based on a ruling of the Internal Revenue Service or other change in applicable Federal income tax law) and (2) an opinion of counsel in the jurisdiction of organization of the Issuer (if other than the United States) to the effect that holders of the Notes will not recognize income, gain or loss for income tax purposes of such jurisdiction as a result of such deposit and defeasance and will be subject to income tax of such jurisdiction on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred.

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided, however, if it acquires any conflicting interest it must either eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

The holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. If an Event of Default occurs (and is not cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of their rights or powers under the Indenture or the Collateral Documents at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense and then only to the extent required by the terms of the Indenture or the Collateral Documents.

No Personal Liability of Directors, Officers, Employees and Stockholders

No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, in its capacity as such, will have any liability for any obligations of the Issuer or any Guarantor under the Notes, the Note Guarantees, the Intercreditor Agreements, the Collateral Documents, the Finco Mirror Note or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Enforceability of Judgments

Since most of Parent’s operating assets and the operating assets of Parent’s Subsidiaries are situated outside the United States, any judgment obtained in the United States against Parent, including judgments with respect to the payment of principal, interest, additional amounts, redemption price and any purchase price with respect to the Notes, may not be collectible within the United States.

We have been informed by our Luxembourg counsel, Bonn Schmitt Steichen, that the United States and Luxembourg do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be immediately enforceable in Luxembourg. However, if the party in whose favor such judgment is rendered brings a new suit in a competent court in Luxembourg, that party may submit to a Luxembourg court the final judgment that has been rendered in the United States. If the Luxembourg court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that the final judgment concerned results from proceedings compatible with Luxembourg concepts of due process to the extent that the Luxembourg court is of the opinion that reasonableness and fairness so require, the Luxembourg court would, in principle, under current practice, recognize the final judgment that has been rendered in the United States and generally grant the same claim without re-litigation on the merits, unless the consequences of the recognition of such judgment contravene public policy in Luxembourg. It is not certain, however, that these court practices also apply to default judgments.

We have been further advised by Bonn Schmitt Steichen that it would be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against ArcelorMittal’s directors and senior management and non-U.S. experts named in Consent Solicitation Statement.

We have also been informed by our Nova Scotia counsel, Stewart McKelvey, that in such counsel’s opinion, the laws of the Province of Nova Scotia (the “Province”) and the federal laws of Canada applicable therein

permit an action to be brought in a court of competent jurisdiction in the Province on a final and conclusive judgment in personam of a United States federal court or a court of the State of New York sitting in the Borough of Manhattan in The City of New York (the “New York Court”), respecting the enforcement of the Notes, the Pledge Agreement or the Indenture, that is not impeachable as void or voidable under the laws of the State of New York and that is for a sum certain in money if:

(a) that judgment was not obtained by fraud or in a manner contrary to “natural justice” and the enforcement of that judgment would not be contrary to “public policy” as such terms are applied by the courts of the Province;

(b) the New York Court did not act either without jurisdiction under the conflict of laws rules of the laws of the Province; or without authority, under the laws in force in New York, to adjudicate concerning the cause of action or subject matter that resulted in the judgment or concerning the person of that judgment debtor;

(d) the judgment is not contrary to the final and conclusive judgment of another jurisdiction;

(e) the enforcement of that judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws;

(f) the enforcement of the judgment would not be contrary to any order made by the Attorney-General of Canada under the Foreign Extraterritorial Measures Act (Canada) or the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws, and directives having effects on competition in Canada; and

(g) the action to enforce that judgment is taken within six years of the date of the judgment of the New York Court as stipulated in the Limitations of Actions Act (Nova Scotia).

To the extent the Issuer’s assets are located outside the United States, interest, Additional Amounts, redemption price and any purchase price with respect to the Notes, may not be collectible within the United States.

Consent to Jurisdiction and Service

The Issuer and each Guarantor have appointed CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011 as its agent for actions relating to the Notes, the Indenture and the Collateral Documents or brought under U.S. Federal or state securities laws brought in any Federal or state court located in the Borough of Manhattan in The City of New York and will submit to such jurisdiction.

Governing Law

The Indenture, the Notes, the Note Guarantees, the Parent Subordination Agreement and the Collateral Documents will be governed by, and construed in accordance with, the laws of the State of New York.

Certain Definitions

“Additional Assets” means:

(1) any property, plant, equipment or other assets used in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided that any such Restricted Subsidiary described in clause (2) or (3) above is primarily engaged in a Related Business.

“Affiliate” of any specified Person means:

(1) any other Person, directly or indirectly, controlling or controlled by; or

(2) under direct or indirect common control with such specified Person.

For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “ — Certain Covenants — Limitation on Restricted Payments”, “ — Certain Covenants — Limitation on Affiliate Transactions” and “ — Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” only, “Affiliate” shall also mean any beneficial owner of Capital Stock representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Capital Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Asset Disposition” means any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary);

(2) all or substantially all the assets of any division or line of business of the Company or any Restricted Subsidiary; or

(3) any other assets of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,

(other than, in the case of clauses (1), (2) and (3) above,

	(A)		a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary (other than to a Securitization Subsidiary and other than a transfer of Inventory Collateral outside the ordinary course of business unless the transferee makes adequate provision to preserve the validity and priority of the Lien of the Trustee on such Inventory Collateral);

	(B)		for purposes of the covenant described under “ — Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” only, (x) a disposition that constitutes a Restricted Payment permitted by the covenant described under “ — Certain Covenants — Limitation on Restricted Payments” or a Permitted Investment and (y) a disposition of all or substantially all the assets of the Company in accordance with the covenant described under “ — Certain Covenants — Merger and Consolidation”;

	(C)		a disposition of assets with a fair market value of less than $2.0 million;

	(D)		the sale, transfer or other disposition of (i) Receivables and Related Assets or (ii) Inventory and Related Assets (provided that if any such Inventory and Related Assets constitute Inventory Collateral, the Lien of the Trustee is not released in such transaction) pursuant to a Qualified Securitization Transaction;

	(E)		grants of Liens permitted by “ — Certain Covenants — Limitation on Liens”; and

	(F)		sales of (i) obsolete and not practically useable or (ii) worn-out equipment).

“Attributable Debt” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended); provided that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligation”.

“Average Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing:

(1) the sum of the products of the numbers of years from the date of determination to the dates of each successive scheduled principal payment of or redemption or similar payment with respect to such Indebtedness multiplied by the amount of such payment by

(2) the sum of all such payments.

“Board of Directors” in respect of a Person means the Board of Directors of such Person or any committee thereof duly authorized to act on behalf of such Board.

“Bonds” means the First Mortgage Bonds and other bonds issued under the Mortgage.

“Business Day” means each day which is not a Legal Holiday.

“Capital Lease Obligation” means an obligation that is required to be classified and accounted for as a capital lease for financial reporting purposes in accordance with GAAP, and the amount of indebtedness represented by such obligation shall be the capitalized amount of such obligation determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. For purposes of the covenant described under “ — Certain Covenants — Limitation on Liens”, a Capital Lease Obligation will be deemed to be secured by a Lien on the property being leased.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral Documents” means the Pledge Agreement, the Inventory Security Agreement and each other deed of trust, pledge agreement, collateral assignment, security agreement, fiduciary transfer or other instrument evidencing or creating any security interests in favor of the Trustee for the benefit of holders of the Notes.

“Commodity Hedging Agreement” means agreements or arrangements relating to the future price of any commodity.

“Company Note” means loans by the Issuer or a Finco Guarantor to the Company out of Excess Finco Proceeds.

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (x) the aggregate amount of EBITDA for the period of the most recent four consecutive fiscal quarters for which financial statements have been made publicly available on or prior to the date of such determination to (y) Consolidated Interest Expense for such four fiscal quarters; provided that:

(1) if the Company or any Restricted Subsidiary has Incurred any Indebtedness since the beginning of such period that remains outstanding or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, or both, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period;

(2) if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of such period or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged (in each case other than Indebtedness Incurred under any Revolving Credit Facility unless such Indebtedness has been permanently repaid and has not been replaced) on the date of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated Interest Expense for such period shall be calculated on a pro forma basis as if such discharge had occurred on the first day of such period and as if the Company or such Restricted Subsidiary has not earned the interest income actually earned during such period in respect of cash or Temporary Cash Investments used to repay, repurchase, defease or otherwise discharge such Indebtedness;

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Disposition, EBITDA for such period shall be reduced by an amount equal to EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Disposition for such period, or increased by an amount equal to EBITDA (if negative), directly attributable thereto for such period and Consolidated Interest Expense for such period shall be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Disposition for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(4) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any person which becomes a Restricted Subsidiary) or an acquisition or improvement of assets, including any acquisition of assets occurring in connection with a transaction requiring a calculation to be made hereunder, which constitutes all or substantially all of an operating unit of a business, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence or retirement of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(5) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made any Asset Disposition, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during such period, EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto as if such Asset Disposition, Investment or acquisition occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the amount of income, earnings or cost savings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred in connection therewith, the pro forma calculations shall be determined in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months).

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in such total interest expense, and to the extent incurred by the Company or its Restricted Subsidiaries (or in the case of clause (11), the Issuer and the Finco Guarantors), without duplication:

(1) interest expense attributable to capital leases and the interest expense attributable to leases constituting part of a Sale/Leaseback Transaction;

(2) amortization of debt discount, premium and debt issuance cost;

(3) capitalized interest;

(4) non-cash interest expense (other than interest accruing on loans or advances from Affiliates outstanding on the Issue Date);

(5) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(6) net payments pursuant to Hedging Obligations under Interest Rate Agreements;

(7) Preferred Stock dividends in respect of all Preferred Stock held by Persons other than the Company or a Wholly-Owned Subsidiary (other than dividends payable solely in Capital Stock (other than Disqualified Stock) of the issuer of such Preferred Stock);

(8) interest incurred in connection with Investments in discontinued operations;

(9) interest accruing on any Indebtedness of any other Person to the extent such Indebtedness is Guaranteed by (or secured by the assets of) the Company or any Restricted Subsidiary;

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness Incurred by such plan or trust; and

(11) (x) the amount of payments of interest, premium and Additional Amounts of the Issuer with respect to the Notes and (y) all other consolidated expenses of the Issuer and the Finco Guarantors (excluding any expenses paid to the Company or a Restricted Subsidiary);

provided that there shall be excluded from Consolidated Interest Expense (i) interest expense and premium of the Company and its Restricted Subsidiaries that is paid to the Issuer or, prior to a Permitted Finco Collapse Transaction, any Finco Guarantor, (ii) dividends on the Company’s Capital Stock paid to the Issuer or, prior to a Permitted Finco Collapse Transaction, a Finco Guarantor and (iii) debt issuance cost in connection with the Notes.

“Consolidated Net Income” means, for any period, the consolidated net income of the Company and its consolidated Subsidiaries; provided that there shall be excluded from such Consolidated Net Income, without duplication:

(1) any net income of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

	(A)		subject to the exclusion contained in clause (3) below, the Company’s equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

	(B)		the Company’s equity in a net loss of any such Person for such period shall be included in determining such Consolidated Net Income;

(2) any net income of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company, except that:

(A)

subject to the exclusion contained in clause (3) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to another Restricted Subsidiary, to the limitation contained in this clause); and

(B)

the Company’s equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

(3) any gain or loss realized upon the sale or other disposition of any assets of the Company, its consolidated Subsidiaries or any other Person (including pursuant to any sale-and-leaseback arrangement) which is not sold or otherwise disposed of in the ordinary course of business and any gain or loss realized upon the sale or other disposition of any Capital Stock of any Person;

(4) extraordinary gains or losses;

(5) all other non-cash charges of the Company and its consolidated Restricted Subsidiaries (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash expenditures in any future period);

(6) the cumulative effect of a change in accounting principles;

(7) interest expense payable by the Company and its Restricted Subsidiaries to the Issuer or, prior to a Permitted Finco Collapse Transaction, any Finco Guarantor;

(8) interest income payable to the Company and its Restricted Subsidiaries by the Issuer or, prior to a Permitted Finco Collapse Transaction, any Finco Guarantor; and

(9) amortization of debt discount, premium and debt issuance cost in connection with the sale of the Notes;

provided, further, that Consolidated Net Income will be reduced by the sum of (i) the amount of payments of interest, premium and Additional Amounts made by the Issuer with respect to the Notes and (ii) all other consolidated expenses of the Issuer and the Finco Guarantors (excluding any expenses paid to the Company or a Restricted Subsidiary and amortization of any debt discount, premium and debt issuance cost in connection with the sale of the Notes).

Notwithstanding the foregoing, for the purposes of the covenant described under “ — Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any repurchases, repayments or redemptions of Investments, proceeds realized on the sale of Investments or return of capital to the Company or a Restricted Subsidiary to the extent such repurchases, repayments, redemptions, proceeds or returns increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(3)(D) thereof.

“Consolidated Net Worth” means the total of the amounts shown on the balance sheet of the Company and its consolidated Subsidiaries, determined on a consolidated basis in accordance with GAAP, as of the end of the most recent fiscal quarter of the Company for which financial statements have been made publicly available on or prior to the taking of any action for the purpose of which the determination is being made, as the sum of:

(1) the par or stated value of all outstanding Capital Stock of the Company plus

(2) paid-in capital or capital surplus relating to such Capital Stock plus

(3) any retained earnings or earned surplus less (A) any accumulated deficit and (B) any amounts attributable to Disqualified Stock.

“Credit Agreements” mean any loan or credit agreement secured by Receivables and Related Assets or Inventory and Related Assets among the Company and/or any Restricted Subsidiary and one or more financial institutions, each as amended, extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any agreement (and related document) governing Indebtedness incurred to Refinance, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or a successor Credit Agreement, whether by the same or any other lender or group of lenders.

“Currency Agreement” means in respect of a Person any foreign exchange contract, currency swap agreement or other similar agreement.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible or exchangeable at the option of the holder for Indebtedness or Disqualified Stock; or

(3) is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the 91st day following the Stated Maturity of the Notes; provided, however, that any Capital Stock that would not constitute Disqualified Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day following the Stated Maturity of the Notes shall not constitute Disqualified Stock if:

(1) the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Notes and described under “ — Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock” and “ — Change of Control”; and

(2) any such requirement only becomes operative after compliance with such terms applicable to the Notes, including the purchase of any Notes tendered pursuant thereto.

The amount of any Disqualified Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were redeemed, repaid or repurchased on any date on which the amount of such Disqualified Stock is to be determined pursuant to the Indenture; provided that if such Disqualified Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Disqualified Stock as reflected in the most recent financial statements of such Person.

“EBITDA” for any period means the sum of Consolidated Net Income, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1) all income tax expense of the Company and its consolidated Restricted Subsidiaries;

(2) Consolidated Interest Expense; and

(3) depreciation and amortization expense of the Company and its consolidated Restricted Subsidiaries (excluding amortization expense attributable to a prepaid operating activity item that was paid in cash in a prior period),

in each case for such period. Notwithstanding the foregoing, the provision for taxes based on the income or profits of, and the depreciation and amortization and non-cash charges of, a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its stockholders.

Except as described under “ — Certain Covenants — Limitation on Indebtedness”, whenever it is necessary to determine whether the Company has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. Dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“Empire” means Empire Iron Mining Partnership, a partnership in which the Company owns a 21% interest.

“Empire Agreement” means the Restated Empire Iron Mining Partnership Agreement dated as of December 1, 1978, as amended to the Issue Date.

“Equity Offering” means an offering (whether public or private) of common stock of Parent or the Company.

“Excess Finco Proceeds” means, at any time of determination, for any period, (i) all cash payments received during such period by the Issuer or any Finco Guarantor in respect of the First Mortgage Bonds and any Capital Stock of the Company held by the Issuer or any Finco Guarantor less (ii) the sum of (w) all amounts paid on the Notes during such period, (x) all taxes paid or accrued during such period, (y) all administrative costs and other expenses paid during such period and (z) all Investments made in Company Notes prior to such time during such period.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Joint Ventures” shall mean I/N Kote, I/N Tek, PCI and Empire; provided that for purposes of “ — Certain Covenants”, any action permitted to be taken by the Company and its Restricted Subsidiaries with reference to the Existing Joint Ventures may be taken by the Company or a Restricted Subsidiary indirectly through an action with respect to an Unrestricted Subsidiary that is an equity holder in an Existing Joint Venture.

“Existing Receivables Intercreditor Agreement” means the Intercreditor Agreement, dated as of the Issue Date, by and among JPMorgan Chase Bank, BNY Midwest Trust Company, General Electric Capital Corporation, the Company, Ispat Inland Administrative Services Company and the Trustee, as the same may be amended in accordance with the terms of the Indenture.

“Existing Shareholder Advances” means the Company’s obligations under the $215.8 million aggregate principal amount of Subordinated Obligations advanced to the Company by Parent and its other Subsidiaries outstanding on the Issue Date.

“First Mortgage Bonds” means $422.5 million aggregate principal amount of Series Z First Mortgage Bonds issued by the Company under the First Mortgage dated April 1, 1928, as amended and supplemented, between the Company and The Bank of New York and Louis P. Young, as successor trustees, and including any additional Series Y and Series Z First Mortgage Bonds issued by the Company under the Mortgage as Collateral for Additional Notes.

“GAAP” means generally accepted accounting principles in the United States of America as in effect as of the Issue Date, including those set forth in:

(1) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(2) statements and pronouncements of the Financial Accounting Standards Board;

(3) such other statements by such other entity as approved by a significant segment of the accounting profession; and

(4) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“GECC Credit Agreement” means that certain Credit Agreement dated as April 30, 2003 among the Company, as borrower, the other credit parties and lenders party thereto and General Electric Capital Corporation, as Agent and Lender, and GECC Capital Markets Group, Inc., as Lead Arranger.

“GECC Intercreditor Agreement” means the agreement, dated as of the Issue Date, between the trustee, the Company, certain subsidiaries of the Company, Ispat Inland Finance, LLC and General Electric Capital Corporation.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or

(2) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement or Currency Agreement or Commodity Hedging Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Incur” means issue, assume, Guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Restricted Subsidiary. The term “Incurrence” when used as a noun shall have a correlative meaning. Solely for purposes of determining compliance with “ — Certain Covenants — Limitation on Indebtedness”, (1) amortization of debt discount or the accretion of principal with respect to a non-interest bearing or other discount security and (2) the payment of regularly scheduled interest in the form of additional Indebtedness of the same instrument or the payment of regularly scheduled dividends on Capital Stock in the form of additional Capital Stock of the same class and with the same terms will not be deemed to be the Incurrence of Indebtedness.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, including, in each case, any premium on such indebtedness to the extent such premium has become due and payable;

(2) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale/ Leaseback Transactions entered into by such Person;

(3) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

(4) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) through (3) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit);

(5) the amount of all non-contingent obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock of such Person or, with respect to any Preferred Stock of

any Subsidiary of such Person, the principal amount of such Preferred Stock to be determined in accordance with the Indenture (but excluding, in each case, any accrued dividends);

(6) all obligations of the type referred to in clauses (1) through (5) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(7) all obligations of the type referred to in clauses (1) through (6) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets and the amount of the obligation so secured;

(8) to the extent not otherwise included in this definition, net Hedging Obligations of such Person;

provided, however, that Indebtedness shall not include the obligations of the general partners, in their capacities as such, of the Existing Joint Ventures in respect of the Indebtedness of such partnerships existing on the Issue Date and disclosed in the Offering Memorandum.

Notwithstanding the foregoing, in connection with the purchase by the Company or any Restricted Subsidiary of any business, the term “Indebtedness” will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided, however, that the principal amount of any noninterest bearing or other discount security at any date will be the principal amount thereof that would be shown on a balance sheet of such Person dated such date prepared in accordance with GAAP.

For purposes of calculating the amount outstanding of Indebtedness of a Securitization Subsidiary that transfers any interest in accounts receivable or inventory to another Person, the amount of unrecovered capital, purchase price or principal investment of such Person (if other than the Company or a Restricted Subsidiary) in respect thereof excluding any amount representing yield or interest earned on such capital, purchase price or investment, shall be deemed to be Indebtedness.

“Independent Qualified Party” means an investment banking firm, accounting firm or appraisal firm of national standing; provided that such firm is not an Affiliate of the Company.

“I/N Kote” shall mean I/N Kote L.P., a Delaware limited partnership in which a subsidiary of the Company owns a 49% general partnership interest and a 1% limited partnership interest.

“I/N Tek” shall mean I/N Tek L.P., a Delaware limited partnership in which a subsidiary of the Company owns a 59% general partnership interest and a 1% limited partnership interest.

“Intercreditor Agreements” means the Existing Receivables Intercreditor Agreement, any future Inventory Intercreditor Agreement or Receivables Intercreditor Agreement and the USWA Mortgage.

“Interest Rate Agreement” means in respect of a Person any interest rate swap agreement, interest rate cap agreement or other similar financial agreement or arrangement.

“Inventory and Related Assets” means any inventory (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto, including all collateral securing such inventory and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving inventory.

“Investment” in any Person means any direct or indirect advance, loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable or advances against supplies on the balance sheet of the lender) or other extension of credit (including by way of Guarantee or similar arrangement) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by such Person. Except as otherwise provided for herein, the amount of an Investment shall be its fair value at the time the Investment is made and without giving effect to subsequent changes in value.

For purposes of the definition of “Unrestricted Subsidiary”, the definition of “Restricted Payment” and the covenant described under “ — Certain Covenants — Limitation on Restricted Payments”:

(1) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary equal to an amount (if positive) equal to (A) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (B) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company;

provided that Special Contributions (as defined in the Empire Agreement) shall not be deemed to be Investments.

“Investment Grade” designates a rating of BBB — or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such ratings by S&P or Moody’s. In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used.

“Ispat Inland Inc. Pension Plan” means the Ispat Inland Inc. Pension Plan, as restated effective January 1, 1997, including all supplements thereto.

“Issue Date” means March 25, 2004.

“Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions are not required to be open in the State of New York.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Mortgage” has the meaning given such term in the section entitled “Description of the First Mortgage Bonds”.

“Net Available Cash” from an Asset Disposition means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to such properties or assets or received in any other noncash form), in each case net of:

(1) all accounting, investment banking, legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or be accrued as a liability under GAAP, as a consequence of such Asset Disposition;

(2) except in the case of Inventory Collateral, all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon or other security agreement of any kind with respect to such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition;

(3) all distributions and other payments required to be made to minority interest holders in Restricted Subsidiaries as a result of such Asset Disposition; and

(4) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the property or other assets disposed in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition;

provided that the term “Net Available Cash” shall not include the proceeds of any Asset Disposition consummated during any Suspension Period.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Note Guarantee” means a Guarantee by each Guarantor of all Obligations of the Issuer under the Notes and the Indenture on the terms set forth in the Indenture.

“Obligations” means with respect to any Indebtedness all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements and other amounts payable pursuant to the documentation governing such Indebtedness.

“Offering Memorandum” means the offering memorandum dated March 18, 2004 pursuant to which the unregistered Notes were originally offered.

“Parent Subordination Agreement” means the subordination agreement, dated as of the Issue Date, between the Company, each holder of any of the Existing Shareholder Advances and the trustee.

“PBGC” means the Pension Benefit Guaranty Corporation.

“PBGC Agreement” means that certain agreement, dated March 14, 2000 (which agreement supplemented an agreement dated July 14, 1998) among the Company, Parent, Ryerson Tull Inc. and the PBGC, as amended under an agreement dated July 9, 2003, as amended, extended, renewed, restated, supplemented or otherwise modified from time to time.

“PCI” means PCI Associates, a general partnership in which the Company owns a 50% interest.

“Permitted Finco Collapse Transaction” means as a transaction in which, unless otherwise specified below, each of the following events occur:

(a) ArcelorMittal Partnership (formerly Ispat Inland, L.P.) transfers (including through a series of transfers among Finco Guarantors) or causes to be transferred to the Issuer (x) any First Mortgage Bonds held by any Finco Guarantor and (y) any Indebtedness owed by the Issuer to any Finco Guarantor and the Finco Mirror Note is retired (and in connection therewith the rate of interest payable by the Company on the First Mortgage Bonds will be reduced by 0.50%);

(b) ArcelorMittal Partnership transfers all of the Capital Stock of the Issuer to a newly formed limited liability company (the “Successor Issuer”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia which has no material assets or liabilities and all of the Capital Stock of which is owned by Ispat Inland Holdings, Inc. or any successor entity which owns directly a majority of the Voting Stock of the Company (the “Company Parent”);

(c) any Finco Guarantor may, if it so elects, transfer (including through a series of transfers among Finco Guarantors) or cause to be transferred to the Issuer, the Successor Issuer or the Company Parent any Capital Stock of the Company that is owned by any Finco Guarantor in exchange for Capital Stock of the Company Parent;

(d) the Issuer liquidates into the Successor Issuer;

(e) the Company Parent shall execute and deliver to the Trustee a supplement to the Pledge Agreement, in form satisfactory to the Trustee, pursuant to which the Capital Stock of the Successor Issuer shall be pledged to the Trustee as Collateral for the Successor Issuer’s obligations under the Notes and the Indenture;

(f) the Successor Issuer shall expressly assume by supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all obligations of the Issuer under the Indenture;

(g) the Successor Issuer shall execute and deliver to the Trustee, in form satisfactory to the Trustee, a supplement to the Pledge Agreement pursuant to which it shall expressly assume all obligations of the Issuer under the Pledge Agreement and pledge to the Trustee the First Mortgage Notes and any Indebtedness of the Company held by it as Collateral for its obligations under the Notes and the Indenture;

(h) all filings and other actions necessary to preserve the perfection and priority of the Lien of the Trustee on the Collateral shall be made and taken;

(i) the Company shall deliver to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that such transfer and such supplemental indenture and supplements to the Pledge Agreement comply with the Indenture and the Pledge Agreement and that all necessary actions have been taken to preserve the priority and perfection of the Lien of the Trustee on the Collateral; and

(j) the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred.

Upon compliance with each of the foregoing requirements, (i) the Successor Issuer shall be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture, the Notes and the Pledge Agreement and the predecessor Issuer shall be released from its obligations under the Indenture, the Notes and the Pledge Agreement and (ii) all remaining property or assets of any Finco Guarantor constituting a portion of the Collateral shall be released from the Lien of the Pledge Agreement and each Finco Guarantor shall be released from the Indenture, the Pledge Agreement and its Note Guarantee and all references to a “Finco Guarantor” in the Indenture and the Pledge Agreement shall no longer be deemed to refer to such entities.

For purposes of the covenant described under “ — Certain Covenants — Limitation on Indebtedness”, any Indebtedness of the Company or any Restricted Subsidiaries that, immediately following such Permitted Finco Collapse Transaction, is held by entities that were Finco Guarantors immediately prior to such Permitted Finco Collapse Transaction shall be deemed to be an Incurrence of Indebtedness by the Company or the applicable Restricted Subsidiary on such date.

For purposes of the covenant described under “ — Certain Covenants — Restricted Payments”, the amount of cash and Temporary Cash Investments that, immediately following such Permitted Finco Collapse Transaction, is held by entities that were Finco Guarantors immediately prior to such Permitted Finco Collapse Transaction shall be deemed to be a Restricted Payment by the Company on the date of such Permitted Finco Collapse Transaction.

“Permitted First Mortgage Bonds Collateral Liens” means Liens on First Mortgage Bonds Collateral consisting of:

(1) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments

or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(2) Liens for taxes, assessments, governmental charges or claims not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(3) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(4) Liens (i) created pursuant to the Subordinated Mortgage (the “USWA Mortgage”), dated as of September 15, 1994, between Inland Steel Company (as predecessor to the Company) and the United Steelworkers of America as in effect on the Issue Date and (ii) other Liens securing obligations of up to $150.0 million of the Company and its Restricted Subsidiaries; provided that (x) such Liens do not secure Indebtedness for money borrowed and (y) such Liens are subordinated to the Lien securing the Bonds to at least the same extent as the USWA Mortgage; and

(5) Liens securing Bonds issued in compliance with “ — Certain Covenants — Limitation on Indebtedness”.

“Permitted Holders” means (1) Mr. Lakshmi N. Mittal and his spouse or lineal descendants, (2) any trust, corporation or partnership 100% in interest of the beneficiaries, stockholders or partners of which consists of any Person described in clause (1) above or (3) any combination of the foregoing.

“Permitted Inventory Collateral Liens” means:

(1) Liens (which may rank, at the Company’s option, prior to, on parity with or junior to the Lien on the Inventory Collateral securing the Company’s Note Guarantee) on Inventory and Related Assets (i) of a Securitization Subsidiary Incurred in a Qualified Receivables Transaction and/or (ii) in a principal amount not to exceed the sum of (x) 65% of the book value of the inventory of the Company and its Restricted Subsidiaries (other than any inventory constituting Inventory and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction); and (y) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable constituting Receivables and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction);

(2) Liens securing the Company’s Note Guarantee;

(3) rights, if any, under the “physical property” and “springing lien” provisions set forth in Article Six, Section 4 and Group 4 of the granting clauses, respectively, of the Mortgage which are applicable to Bonds issued under (w) the twenty-fourth supplemental indenture to the Mortgage, dated January 15, 1977, (x) the twenty-fifth supplemental indenture to the Mortgage, dated as of February 1, 1977, (y) the thirty-second supplemental indenture to the Mortgage, dated as of June 1, 1993 and (z) the thirty-third supplemental indenture to the Mortgage, dated as of June 1, 1995, and not to any other Indebtedness;

(4) Liens arising out of consignments and similar arrangements in the ordinary course of business;

(5) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(6) Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely

affect the value of such Inventory Collateral or materially impair their use in the operation of the business of such Person; and

(7) Liens for taxes, assessments, governmental charges or claims not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) the Company, a Restricted Subsidiary or a Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided, however, that the primary business of such Restricted Subsidiary is a Related Business;

(2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary; provided that such Person’s primary business is a Related Business;

(3) cash and Temporary Cash Investments;

(4) receivables owing to the Company or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(5) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6) loans or advances to employees or directors in the ordinary course of business of the Company or its Restricted Subsidiaries, but in any event not to exceed $2.5 million in the aggregate outstanding at any one time;

(7) stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments;

(8) any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Disposition as permitted pursuant to the covenant described under “ — Certain Covenants — Limitation on Sales of Assets and Subsidiary Stock”;

(9) any Person where such Investment was acquired by the Company or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable or other rights to payment held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or other rights to payment or (b) as a result of a foreclosure by the Company or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(10) any Securitization Subsidiary in connection with a Qualified Securitization Transaction; provided that such Investment consists only of (i) Receivables and Related Assets or Inventory and Related Assets or a promissory note or notes of the Securitization Subsidiary customary in Qualified Securitization Transactions or (ii) Standard Securitization Undertakings;

(11) Currency Agreements, Commodity Hedging Agreements and Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; and

(12) Investments in the Issuer and, prior to a Permitted Finco Collapse Transaction, any Finco Guarantor.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under worker’s compensation laws, unemployment insurance laws or similar legislation or to support obligations to insurance companies in respect of deductibles, co-insurance

claims or self-insured retention (and letter of credit obligations in respect thereof), or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness), warranty obligations or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or cash equivalents to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3) Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a creditor depository institution; provided, however, that (A) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board and (B) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(4) Liens for taxes, assessments, governmental charges or claims not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;

(5) Liens in favor of issuers of surety bonds or letters of credit and bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(6) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens securing Indebtedness Incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person; provided that the Lien may not extend to any other property owned by such Person or any of its Restricted Subsidiaries at the time the Lien is Incurred (other than assets and property affixed or appurtenant thereto), and the Indebtedness (other than any interest thereon) secured by the Lien may not be Incurred more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of the property subject to the Lien;

(8) Liens on Inventory and Related Assets, mobile equipment, spare parts, stock of Securitization Subsidiaries, Indebtedness owing from Securitization Subsidiaries, Receivables and Related Assets (and proceeds thereof, including, without limitation, cash, investments and pledged deposit accounts and lockboxes) to secure Indebtedness (i) of a Securitization Subsidiary Incurred in a Qualified Receivables Transaction and/or (ii) in a principal amount not to exceed the sum of (x) 65% of the book value of the inventory of the Company and its Restricted Subsidiaries (other than any inventory constituting Inventory and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction); and (y) 85% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries (other than any accounts receivable constituting Receivables and Related Assets pledged, sold or otherwise transferred or encumbered in connection with a Qualified Securitization Transaction);

(9) Permitted First Mortgage Bonds Collateral Liens, Liens securing the Notes and the Note Guarantees and, without duplication, Liens outstanding on the Issue Date;

(10) Liens on property or shares of Capital Stock of another Person at the time such other Person becomes a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(11) Liens on property at the time such Person or any of its Subsidiaries acquires the property, including any acquisition by means of a merger or consolidation with or into such Person or a Subsidiary of such Person; provided, however, that the Liens may not extend to any other property owned by such Person or any of its Restricted Subsidiaries (other than assets and property affixed or appurtenant thereto);

(12) Liens securing Indebtedness or other obligations of a Subsidiary of such Person owing to such Person or a wholly-owned Subsidiary of such Person;

(13) Liens securing Hedging Obligations entered into to protect against fluctuations in interest rates in the ordinary course of business;

(14) Liens securing Hedging Obligations related to Currency Agreements or Commodity Hedging Agreements entered into to protect against fluctuations in exchange rates and commodity prices in the ordinary course of business;

(15) leases or subleases granted in the ordinary course of business;

(16) any interest or title of a lessor under any lease, whether or not characterized as an operating lease or a capital lease;

(17) Liens arising out of consignments or similar arrangements for the sale of goods in the ordinary course of business;

(18) additional Liens on property or assets (other than the First Mortgage Bonds Collateral) securing obligations of the Company and its Restricted Subsidiaries not exceeding $15.0 million at any time; and

(19) Liens to secure any Refinancing (or successive Refinancings) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause (7), (8), (9) (other than Liens in respect of Indebtedness that is retired by the Company or any Restricted Subsidiary on the Issue Date), (10) or (11) or Liens extending, renewing or replacing, in whole or in part, such Liens; provided that:

	(A)		such new Lien shall be limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Lien (plus improvements and accessions to, such property or proceeds or distributions thereof);

	(B)		the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (x) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clause (7), (8), (9), (10) or (11) at the time the original Lien became a Permitted Lien and (y) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest on such Indebtedness.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Principal” of a Note means the principal of the Note plus the premium, if any, payable on the Note which is due or overdue or is to become due at the relevant time.

“Purchase Agreement” means the purchase agreement entered into among the Issuer, the Guarantors and UBS Securities LLC.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by the Company or any Restricted Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell, convey or otherwise transfer to (a) a Securitization Subsidiary (in the case of a transfer by the Company or any Restricted Subsidiary) and (b) any other Person (in the case of a transfer by a Securitization Subsidiary), or may grant a security interest in Receivables and Related Assets or Inventory and Related Assets.

“Rating Agencies” means:

(a) S&P;

(b) Moody’s; or

(c) if S&P or Moody’s or both shall not make a rating of the Notes publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for S&P or Moody’s or both, as the case may be.

“Receivables and Related Assets” means any accounts receivable and other rights to payment (whether now existing or arising thereafter) of the Company or any Restricted Subsidiary, and any assets related thereto, including all collateral securing such accounts receivable and other rights to payment, all contracts and contract rights and all Guarantees or other obligations in respect of such accounts receivable and other rights to payment, proceeds of such accounts receivable and other rights to payment and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and other rights to payment.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such indebtedness. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that Refinances any Indebtedness of the Company or any Restricted Subsidiary existing on the Issue Date or Incurred in compliance with the Indenture, including Indebtedness that Refinances Refinancing Indebtedness; provided, however, that:

(1) such Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being Refinanced;

(2) such Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being Refinanced; and

(3) such Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs) under the Indebtedness being Refinanced;

provided further, however, that Refinancing Indebtedness shall not include (A) Indebtedness of a Restricted Subsidiary that is not a Company Guarantor that Refinances Indebtedness of the Company or a Company Guarantor or (B) Indebtedness of the Company or a Restricted Subsidiary that Refinances Indebtedness of an Unrestricted Subsidiary.

“Registration Rights Agreement” means the Registration Rights Agreement dated the Issue Date, among the Issuer, the Guarantors and UBS Securities LLC.

“Related Business” means any business in which the Company was engaged on the Issue Date and any business related, ancillary or complementary to any business in which the Company was engaged on the Issue Date, in each case as reasonably determined by the Board of Directors of the Company in good faith.

“Restricted Payment” with respect to any Person means:

(1) the declaration or payment of any dividends or any other distributions of any sort in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving such Person) or similar payment to the direct or indirect holders of its Capital Stock (other than dividends or distributions payable solely in its Capital Stock (other than Disqualified Stock) and dividends or distributions to a Finco Guarantor (prior to a Permitted Finco Collapse Transaction), the Issuer, the Company or a Restricted Subsidiary, and other than pro rata dividends or other distributions made by a Subsidiary that is not a Wholly-Owned Subsidiary to minority stockholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation));

(2) the purchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company held by any Person or of any Capital Stock of a Restricted Subsidiary held by any Affiliate of the Company (other than a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than into Capital Stock of the Company that is not Disqualified Stock);

(3) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment of any Subordinated Obligations of such Person (other than the Refinancing of Subordinated Obligations with Refinancing Indebtedness or the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition);

(4) the making of any Investment (other than a Permitted Investment) in any Person; or

(5) the purchase, repurchase, redemption, acquisition or retirement for value of the Existing Shareholder Advances.

“Restricted Subsidiary” means any Subsidiary of the Company that is not an Unrestricted Subsidiary.

“Revolving Credit Facility” means any revolving credit, overdraft or working capital facility or financing arrangement.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Sale/Leaseback Transaction” means an arrangement relating to property owned by the Company or a Restricted Subsidiary on the Issue Date or thereafter acquired by the Company or a Restricted Subsidiary whereby the Company or a Restricted Subsidiary transfers such property to a Person and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securitization Subsidiary” means Ispat Inland Administrative Service Company (so long as it is a Wholly-Owned Subsidiary) and any other Wholly-Owned Subsidiary (or a wholly-owned Subsidiary of another Person in which the Company or any Subsidiary of the Company makes an Investment) to which the Company or any Subsidiary of the Company transfers Receivables and Related Assets or Inventory and Related Assets and that engages in no activities other than in connection with financing of accounts receivable or inventory, as the case may be, and that is designated by the Board of Directors of the Company (as provided below) as a Securitization Subsidiary and

(1) no portion of the Indebtedness or any other Obligations (contingent or otherwise) of which

(A)

is Guaranteed by the Company or any Restricted Subsidiary (excluding Guarantees of Obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings),

	(B)		is recourse to or obligates the Company or any Restricted Subsidiary (other than such Securitization Subsidiary) in any way other than pursuant to Standard Securitization Undertakings, and

	(C)		subjects any property or asset of the Company or any Restricted Subsidiary (other than such Securitization Subsidiary), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings,

(2) with which neither the Company nor any Restricted Subsidiary (other than such Securitization Subsidiary) has any material contract, agreement, arrangement or understanding other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing accounts receivable of such entity, and

(3) to which neither the Company nor any Restricted Subsidiary (other than such Securitization Subsidiary) has any obligation to a third party to maintain or preserve such entity’s financial condition or to cause such entity to achieve certain levels of operating results.

Any designation of a Subsidiary as a Securitization Subsidiary shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to the designation and an officers’ certificate certifying that the designation complied with the preceding conditions and was permitted by the Indenture.

“Senior Indebtedness” means with respect to any Person:

(1) Indebtedness of such Person, whether outstanding on the Issue Date or thereafter Incurred; and

(2) Accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such proceeding) in respect of (A) Indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable unless, in the case of clauses (1) and (2), in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are subordinate in right of payment to the Notes or the Note Guarantee of such Person, as the case may be; provided that Senior Indebtedness shall not include:

(1) any obligation of such Person to any Subsidiary of such Person;

(2) any liability for Federal, state, local or other taxes owed or owing by such Person;

(3) any accounts payable or other liability to trade creditors arising in the ordinary course of business (including guarantees thereof or instruments evidencing such liabilities);

(4) any Indebtedness of such Person (and any accrued and unpaid interest in respect thereof) which is subordinate or junior in any respect to any other Indebtedness or other obligation of such Person; or

(5) that portion of any Indebtedness which at the time of Incurrence is Incurred in violation of the Indenture.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary that are reasonably customary in accounts receivable or inventory securitization transaction and other limited recourse arrangements that are customary for such securitizations and do not impair the characterization of the relevant securitization as a true sale under applicable law.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Obligation” means with respect to a Person, any Indebtedness of such Person (whether outstanding on the Issue Date or thereafter Incurred) which is subordinate or junior in right of payment to the Notes or a Note Guarantee of such Person, as the case may be, pursuant to a written agreement to that effect.

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of which more than 50% of the total voting power of shares of Voting Stock is at the time owned or controlled, directly or indirectly, by:

(1) such Person;

(2) such Person and one or more Subsidiaries of such Person; or

(3) one or more Subsidiaries of such Person.

I/N Tek shall not be deemed to be a Subsidiary for purposes of the Indenture.

“Suspension Period” means any period in which the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default has occurred and is continuing under the Indenture.

“Temporary Cash Investments” means any of the following:

(1) any investment in direct obligations of, or obligations guaranteed by, the United States of America or any agency thereof;

(2) investments in time deposit accounts, certificates of deposit and money market deposits maturing within 360 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $50.0 million (or the foreign currency equivalent thereof) and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;

(3) repurchase obligations with a term of not more than 60 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;

(4) investments in commercial paper, maturing not more than nine months after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and

(5) investments in securities with maturities of twelve months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A2” by Moody’s.

“Unrestricted Subsidiary” means, on the Issue Date, Ispat Inland Empire Inc., III Kote, Inc., III/PCI, Inc. and III Tek, Inc., and any other:

(1) Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or holds any Lien (other than Permitted Liens that do not secure Indebtedness for borrowed money) on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the covenant described under “ — Certain Covenants — Limitation on Restricted Payments” (and in the case of any designation during a Suspension Period, the Company could have made such designation if no Suspension Period had been in effect since the Issue Date).

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation (A) the Company could Incur $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “ — Certain Covenants — Limitation on Indebtedness” and (B) no Default shall have occurred and be continuing. Any such designation by such Board of Directors shall be evidenced to the trustee by promptly filing with the Trustee a copy of the resolution of such Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing provisions.

“U.S. Dollar Equivalent” means with respect to any monetary amount in a currency other than U.S. dollars, at any time for determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as published in The Wall Street Journal in the “Exchange Rates” column under the heading “Currency Trading” on the date two Business Days prior to such determination.

Except as described under “ — Certain Covenants — Limitation on Indebtedness”, whenever it is necessary to determine whether the Company has complied with any covenant in the Indenture or a Default has occurred and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable at the issuer’s option.

“USWA Mortgage” has the meaning set forth in the definition of Permitted First Mortgage Bonds Collateral Liens.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly-Owned Subsidiary” means a Restricted Subsidiary all the Capital Stock of which (other than directors’ qualifying shares or shares required by applicable law to be held by a Person other than the Company or a Restricted Subsidiary) is owned by the Company or one or more Wholly-Owned Subsidiaries.

Book-Entry, Delivery and Form of Securities

Except as set forth in the next paragraph, the Notes were initially issued in the form of one or more Global Notes (the “Global Notes”). The Global Notes were deposited with, or on behalf of, The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee of DTC (such nominee being referred to herein as the “Global Note Holder”).

Notes that are issued as described below under “ — Certificated Notes” will be issued in the form of registered definitive certificates (the “Certificated Notes”). Such Certificated Notes may, unless the Global Notes have been previously exchanged for Certificated Notes, be exchanged for an interest in the Global Notes representing the principal amount of Notes being transferred.

DTC is a limited-purpose trust company that was created to hold securities for its participating organizations (collectively, the “Participants” or the “DTC’s Participants”) and to facilitate the clearance and settlement of transactions in such securities between Participants through electronic book-entry changes in accounts of its Participants. DTC’s Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants” or the “DTC’s Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through DTC’s Participants or DTC’s Indirect Participants.

So long as the Global Note Holder is the registered owner of any Notes, the Global Note Holder will be considered the sole holder under the Indenture of any Notes evidenced by the Global Notes. Beneficial owners of Notes evidenced by the Global Notes will not be considered the owners or holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the Trustee thereunder. Neither the Issuer nor the Trustee will have any responsibility or liability for any aspect of the records of DTC or for maintaining, supervising or reviewing any records of DTC relating to the Notes.

Payments in respect of the principal of, premium, if any, and interest on Notes registered in the name of the Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of the Global Note Holder in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee may treat the persons in whose names Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments. Consequently, neither the Issuer nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of Notes. We believe, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective holdings of beneficial interests in the relevant security as shown on the records of DTC. Payments by DTC’s Participants and DTC’s Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practice and will be the responsibility of DTC’s Participants or DTC’s Indirect Participants.

Certificated Notes

Subject to certain conditions, any person having a beneficial interest in the Global Notes may, upon request to the Trustee, exchange such beneficial interest for Notes in the form of Certificated Notes. Upon any such issuance, the Trustee is required to register such Certificated Notes in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof). In addition, if (i) the Issuer notifies the Trustee in writing that DTC is no longer willing or able to act as a depositary and the Issuer is unable to locate a qualified successor within 90 days or (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Notes in the form of Certificated Notes under the Indenture, then, upon surrender by the Global Note Holder of its Global Note(s), Notes in such form will be issued to each person that the Global Note Holder and DTC identify as being the beneficial owner of the related Notes.

Neither the Issuer nor the Trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of Notes and the Issuer and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.

Same-Day Settlement and Payment

The Indenture requires that payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, and interest) be made by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. With respect to Certificated Notes, the Issuer will make all payments of principal, premium, if any, and interest by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder’s registered address. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, Notes represented by the Global Notes are eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such

Notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in the Certificated Notes will also be settled in immediately available funds.

DESCRIPTION OF THE FIRST MORTGAGE BONDS

The First Mortgage Bonds were issued under the First Mortgage dated April 1, 1928, between the Company and First Trust and Savings Bank and Melvin A. Traylor, as Trustees (The Bank of New York (the “Corporate Trustee”) and Louis P. Young, being the successor Trustees), as amended and supplemented by various supplemental indentures (and as supplemented from time to time following the date hereof, collectively, the “Mortgage”), including the Thirty-Eighth Supplemental Indenture dated as of March 25, 2004, with respect to the First Mortgage Bonds (herein called the “Supplement”). We urge you to read the Mortgage because it and not this description defines the rights of the Trustee and the holders of Notes with respect to the First Mortgage Bonds. Capitalized terms used but not otherwise defined in this Section have the meanings given to them in “Description of the Notes”.

Principal, Maturity and Interest

The First Mortgage Bonds were issued to ArcelorMittal Finance LLC (formerly Ispat Inland Finance, LLC) in an original principal amount of $800.0 million consisting of Series Y Bonds in an aggregate principal amount of $150.0 million and Series Z Bonds in an aggregate principal amount of $650.0 million. The First Mortgage Bonds were issued only in fully registered form in denominations of $1,000 and integral multiples thereof. The Company will be permitted to issue an aggregate principal amount of up to $100.0 million of additional First Mortgage Bonds consisting of additional Series Y Bonds and/or Series Z Bonds (collectively “Additional First Mortgage Bonds”) securing all of the Notes in a transaction that complies with the covenant described under “— Description of the Notes — Certain Covenants — Limitation on Indebtedness”. Any Additional First Mortgage Bonds will be treated as part of the same series of First Mortgage Bonds as the Series Y Bonds and the Series Z Bonds, as applicable, originally issued on the Issue Date for all purposes under the Mortgage.

As of the date of this Consent Solicitation Statement, there were $422,500,000 in aggregate principal amount of Notes and Series Z First Mortgage Bonds outstanding.

Series Z Bonds

The Series Z Bonds bear interest at a rate per annum equal to the sum of the rate of interest then applicable to the Notes in accordance with the terms of the Indenture (including any Additional Interest payable on such Notes and including, any increase in the applicable rate of interest on the Notes following any Default whether or not the Issuer would be obligated to pay such interest on the Notes). Interest on the Series Z Bonds is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2004, to the holder of record of the Series Z Bonds on the immediately preceding March 15 and September 15.

In addition to the interest payable above, an amount will be payable upon each interest payment date for the Series Z Bonds equal to the product of (i) a fraction, the numerator of which is the aggregate principal amount of Series Z Bonds outstanding on such date and the denominator of which is the aggregate principal amount of First Mortgage Bonds outstanding on such date, multiplied by (ii) the aggregate amount of fees, expenses and other charges due under the terms of the Indenture on such date (including with respect to the Trustee for the Notes).

To the extent that the Issuer purchases or repays any Notes on any date, the Company will be required to repay a like aggregate principal amount of the corresponding series of First Mortgage Bonds on such Date; provided that the entire aggregate principal amount of the Series Z Bonds will be repaid at or prior to the Stated Maturity of the Notes. To the extent that the Issuer is required to pay any premium or interest on the Notes to be purchased or

repaid on any date, the Company will be required to pay a like amount of premium or interest on the principal of the corresponding series of First Mortgage Notes to be repaid by it on such date.

Redemption

The Supplement provides that, except as provided above under “— Principal, Maturity and Interest”, no First Mortgage Bonds may be redeemed, retired or prepaid for so long as any Notes are outstanding.

First Mortgage Bonds Collateral

The Mortgage constitutes a direct first mortgage lien on the interest of the Company in the properties specifically described in the Mortgage and not heretofore released from the lien hereof (the “First Mortgage Bonds Collateral”), subject, however, to questions of survey, the lien of current taxes and assessments and various restrictions, reservations, covenants, easements, rights of way and other title defects or objections which do not, in the opinion of the Company, lessen the value to the Company of such properties for the purposes for which they are used or intended to be used.

The principal properties of the Company that are now subject to the lien of the Mortgage consist of substantially all of the Company’s Indiana Harbor East plant and certain miscellaneous parcels of land in East Chicago, Indiana. As of December 31, 2007, the net book value of the property, plant and fixtures of the Indiana Harbor East facility subject to the lien of the Mortgage was approximately $1.5 billion. Book value is not necessarily indicative of appraised or market value, and no appraisal has been obtained with respect to the property. The amount of property and business interruption insurance on the property subject to the lien of the Mortgage has a total limit of $500.0 million and a fixed deductible of $10.0 million per occurrence. There is no title insurance in effect with respect to this property.

Various other properties of the Company (including the plants and other properties of its subsidiaries and of I/N Tek and I/N Kote) are not now subject to the lien of the Mortgage. The Mortgage prohibits the creation of any lien (except purchase money obligations and liens upon property existing at the time of acquisition thereof) on any such unmortgaged property (i) of the Company, or (ii) of any Subsidiary designated in Group Five of the Granting Clauses of the Mortgage or a majority or more of the stock of which is owned by the Company and pledged under or made subject to the lien of the Mortgage and designated by the Company to be a “subsidiary”, unless such property is first subjected to the prior lien of the Mortgage. No Subsidiary of the Company is presently designated in Group Five of the Granting Clauses, nor is the stock of any Subsidiary of the Company pledged under or subject to the lien of the Mortgage. The Mortgage provides that holders of not less than 76% in aggregate principal amount of the outstanding Bonds may direct the Trustees with respect to the exercise of remedies under the Mortgage.

No appraisal of the First Mortgage Bonds Collateral has been prepared by or on behalf of the Issuer or the Guarantors in connection with the Solicitation. The value of the First Mortgage Bonds Collateral in the event of a liquidation will depend upon market and economic conditions, the availability of buyers and similar factors. By its nature, the First Mortgage Bonds Collateral will be illiquid and may have no readily ascertainable market value. There also can be no assurance that the First Mortgage Bonds Collateral will be saleable and, even if the First Mortgage Bonds Collateral is saleable, the timing of its liquidation is uncertain.

Certain Covenants of the Company

The following covenants are set forth in the Mortgage.

Maintenance of Mortgaged Properties

The Company will (i) maintain its plants, which are subject to the lien of the Mortgage and deemed by the Board of Directors of the Company to be useful for the conduct of its business, in good repair and will make all needful and proper renewals and replacements thereof, and (ii) maintain in proper repair all fixed equipment subject to the lien of the Mortgage and replace the same when worn out or abandoned, to the extent deemed by the Board of Directors of the Company to be required in the conduct of its business.

Modification of Certain Provisions of Mortgage

The Supplement provides that no amendment requiring the consent of holders of First Mortgage Bonds may be made to the Mortgage without the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding.

Mortgage Events of Default

The following are events of default under the Mortgage (each, a “Mortgage Event of Default”): (i) default in the payment of principal on any of the Bonds, when due; (ii) default, continuing for 90 days, in the payment of any installment of interest on any of the Bonds, when due; (iii) default, continuing for 90 days, in the delivery of any Bonds or the payment on any installment required by any sinking fund; (iv) default, continuing for 90 days, in the payment of any interest installment, when due, on any Bond secured by a direct prior lien on any real estate on which the Mortgage is a direct charge: (v) default in the payment of the principal on any bond secured by direct prior lien on any real estate on which the Mortgage is a direct charge; (vi) default, continuing for six months after written notice thereof to the Company by the Corporate Trustee, in any other covenant of or condition required to be performed by the Company; and (vii) certain events of bankruptcy.

The Trustees are required, within 90 days of the occurrence of a default, to give to the holders of the Bonds notice of any Mortgage Event of Default known to them to be subsisting (without regard to any applicable period of grace); but, except in the case of a default in the payment, when due, of the principal of or interest on any of the Bonds or of any sinking fund installment, the Trustees shall be protected in withholding such notice if the Corporate Trustee determines in good faith that the withholding of such notice is in the interests of the holders of the Bonds.

If a Mortgage Event of Default shall occur and be continuing, the holders of a majority in aggregate principal amount of the Bonds then outstanding may require the Trustees, upon their being reasonably indemnified and secured by one or more of the holders of the Bonds, to take action to protect and enforce their rights and the rights of the holders of the Bonds and to exercise any powers of entry or sale granted under the Mortgage, or to institute judicial proceedings, as the Trustees, being advised by counsel, shall deem most expedient in the interests of the holders of the Bonds.

Release and Substitution of Property

The Mortgage permits the release from the lien thereof of property which the Company shall not deem necessary or advantageous to retain in connection with its business, upon the deposit with the Corporate Trustee of cash equal to the fair value of such property. The Mortgage also permits releases of certain other property under specified conditions, which in general require the substitution therefor of property of equivalent fair value.

Guarantee

The following is a summary of the guarantee of the First Mortgage Bonds ArcelorMittal and substantially all of the domestic subsidiaries of the Company expect to provide in connection with a Permitted Finco Reconstitution Transaction. The following summary is qualified by reference to the full provisions of the Form of Fortieth Supplemental Indenture (the “Fortieth Supplemental Indenture”) to the First Mortgage, and the form of guarantee (the “Guarantee”), both of which have been filed as exhibits to the registration statement of which this Consent Solicitation Statement forms a part.

ArcelorMittal will agree, jointly and severally with the other guarantors party to the Guarantee, to unconditionally guarantee to each holder of a First Mortgage Bond and the trustee and its successors and assigns:

	•		the prompt and full payment when due, whether at maturity, by acceleration, redemption or otherwise, of the principal of, premium, if any, and interest on (including interest on any overdue principal and interest to the extent lawful) the First Mortgage Bonds; and

	•		the performance of all other obligations of ArcelorMittal USA to the holders of the First Mortgage Bonds or the trustee under the Guarantee, the First Mortgage or the First Mortgage Bonds.

The Guarantee will be a general unsecured obligation of ArcelorMittal and the other guarantors, and will rank equal in right of payment with any existing and future senior unsecured indebtedness of ArcelorMittal and the guarantors and will be senior in right of payment to any existing or future subordinated indebtedness of ArcelorMittal and the guarantors.

Corporate Trustee

The Corporate Trustee is a depositary of funds of the Company and furnishes other banking services to the Company in the normal course of business. In addition, the banking corporation of which the Corporate Trustee is a part participates as a commercial lender from time to time in various lending arrangements to the Company or its subsidiaries.

No Personal Liability of Directors, Officers, Employees and Stockholders

The Mortgage provides that the Bonds (including the First Mortgage Bonds) are solely obligations of the Company and that holders of the Bonds shall have no recourse for payment of principal of, interest on, or claims based on the Bonds against any officer, director, employee or stockholder of the Company, whether past, present, or future, or of any successor corporation, either directly or indirectly through the Company or any successor corporation. The Mortgage also provides that holders of the Bonds expressly release and waive all personal liability of, and all rights and claims against, every such officer, director, employee or stockholder as a condition of and as part of the consideration for the issue of the Bonds. Such waiver and release may not be effective to waive liabilities under the U.S. federal securities law, and it is the view of the SEC that such a waiver is against public policy.

DESCRIPTION OF INTERCREDITOR ARRANGEMENTS

Capitalized terms used but not otherwise defined in this Section have the meanings given to them in “Description of the Notes”.

USWA Subordinated Mortgage on the Indiana Harbor East Facility

On September 15, 1994, Ispat Inland Inc. (now ArcelorMittal USA Inc.) granted the United Steelworkers of America, or USWA, a subordinated mortgage on the Indiana Harbor East facility as collateral security for the payment of those post-retirement medical and life insurance benefits to retired employees which are not funded under the applicable Company welfare plan and trust. The USWA subordinated mortgage is subject and subordinated in all respects to the mortgage securing the First Mortgage Bonds. To the extent any property is released from the lien of the mortgage of the First Mortgage Bonds, such property will be automatically released from the lien of the USWA subordinated mortgage.

The USWA subordinated mortgage permits the trustee under the indenture governing the First Mortgage Bonds to take all actions thereunder without the consent or notice to the USWA (including increasing the amount, interest rate and maturity of bonds issued under the indenture governing the First Mortgage Bonds) and provides that upon an event of default under the indenture governing the First Mortgage Bonds, the USWA may not take any enforcement action under the subordinated mortgage except to join in any such action as is then being asserted by the trustee under the indenture governing the First Mortgage Bonds.

Inventory Intercreditor Arrangements

The Indenture provides that the Trustee will, if requested by the Company, enter into an intercreditor agreement (each such intercreditor agreement, an “Inventory Intercreditor Agreement”), on terms not less favorable to the holders of Notes than the terms of the GECC Intercreditor Agreement, with any future lenders under any indebtedness that is secured by a Permitted Inventory Collateral Lien. By purchasing a Note and without further action, each Holder of a Note will be deemed to have consented to the terms of each Inventory Intercreditor Agreement and will be deemed to have instructed the Trustee to take each action that it is required to take pursuant to the terms of the Inventory Intercreditor Agreements.

The GECC Intercreditor Agreement, which was entered into in connection with the initial offering of the Notes and subsequently terminated in 2005, provided that the lien on the inventory collateral granted to the Trustee for the benefit of the holders of Notes was junior to the lien granted to General Electric Capital Corporation (“GECC”) under the inventory revolving credit facility and that, for so long as any obligations are owed to GECC in respect of the inventory revolving credit facility, the Trustee for the Notes would not take any action to enforce its security interest in the inventory collateral. Additionally, the GECC Intercreditor Agreement provided that any proceeds of any enforcement action in respect of the inventory collateral would first be applied to repay all obligations outstanding under the revolving inventory facility prior to being distributed to the Trustee. The Trustee also agreed to release its lien on the inventory collateral in connection with any sale upon foreclosure by GECC in which GECC’s lien on the collateral was released and waive the right to raise certain claims in any bankruptcy proceeding in order to facilitate the ability of GECC to direct the disposition of the inventory collateral.

Additionally, in connection with the lien granted to GECC in the inventory collateral and certain other collateral which does not secure the Notes, the Company agreed with GECC to cause the trustee under the First Mortgage Bonds, in the case of an event of default under the Mortgage, to permit GECC, its agents or designees to use any and all property, plant or equipment of the Company located at the Indiana Harbor East facility (other than the continuous caster equipment previously mortgaged to the PBGC) (the “PPE Collateral”) during a 150-day liquidation period following such event of default (subject to extension by mutual agreement) and, during such liquidation period, to take possession of and fully process the inventory collateral and certain related assets at such location in any manner necessary or desirable for GECC to realize the full value of its collateral in connection with any sale or other disposition thereof. The terms of the GECC Intercreditor Agreement confirmed this access arrangement. GECC also confirmed in the GECC Intercreditor Agreement that it otherwise had no rights to, security interest in or lien on the PPE Collateral.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax consequences of the Proposed Amendments and payment of the Consent Payment that may be relevant to a beneficial owner of Notes as of the Record Date. The summary is based on laws, regulations, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. The discussion does not deal with classes of beneficial owners subject to special tax rules, and does not describe any tax consequences arising out of the laws of any state, local or foreign jurisdiction. We have not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in this discussion, and there can be no assurance that the IRS will agree with such statements and conclusions. Accordingly, each Holder should consult its own tax advisor with regard to the Proposed Amendments, the payment of the Consent Payment and the application of U.S. federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdictions, to its particular situation.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of the Notes who or which is, for U.S. federal income tax purposes:

	•		an individual who is a citizen or resident of the United States;

	•		a corporation created or organized under the laws of the United States or any state or political subdivision thereof;

	•		an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

	•		a trust that (a) is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust, or (b) has a valid election in effect under applicable Treasury Regulations to be treated as a United States person.

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of the Notes who or which is not a U.S. Holder or an entity treated as a domestic or foreign partnership.

Special rules, not discussed in this Consent Solicitation Statement, may apply to persons holding Notes through entities treated as partnerships for U.S. federal income tax purposes, and those persons should consult their own tax advisors in that regard.

Tax Consequences for Consenting U.S. Holders

Deemed Exchange. The tax treatment of a U.S. Holder will depend upon whether the adoption of the Proposed Amendments and the receipt of the Consent Payment result in a deemed exchange of the Notes for new Notes for U.S. federal income tax purposes. If neither the Proposed Amendments nor the Consent Payment results in a deemed exchange with respect to the Notes, a U.S. Holder will not recognize any gain or loss for U.S. federal income tax purposes, and such holder will continue to have the same tax basis and holding period in the Notes.

Tax regulations specifically address whether or not the modifications to the terms of a debt instrument will result in a deemed exchange of that debt instrument for U.S. federal income tax purposes. Generally, the modification of the terms of a debt instrument will be treated as a deemed exchange of an old debt instrument for a new debt instrument if such modification is a significant modification. The regulations provide specific rules regarding whether changing obligors, changes in yield and deletion or alteration of accounting or financial covenants of or with respect to a debt instrument will be a significant modification. The regulations provide that a change in obligor is a modification, but such change is not a significant modification if the new obligor acquires substantially all of the assets of the original obligor. In addition, a change in the yield of a debt instrument is a significant modification under the regulations if the yield of the modified instrument (determined by taking into account any payments made to the holder as consideration of the modification) varies from the yield on the unmodified instrument (determined as of the date of the modification) by more than the greater of 25 basis points or five percent of the annual yield of the unmodified instrument. The regulations provide that a modification of a debt instrument that adds, deletes or alters customary accounting or financial covenants is not a significant modification.

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In connection with a Permitted Finco Reconstitution Transaction, ArcelorMittal Financial Services LLC will transfer substantially all of its assets to ArcelorMittal USA Partnership. Both entities are treated as corporations for U.S. federal income tax purposes. The Proposed Amendments provide that ArcelorMittal USA Partnership becomes the new obligor on the Notes and therefore, the change in obligors will not be treated as a significant modification under the regulations. Moreover, even though the Proposed Amendments will change the yield of the Notes, this change will be smaller than that which would be treated as a significant modification under the regulations. Accordingly, the adoption of the Proposed Amendments and receipt of the Consent Payment should not cause a deemed exchange under the regulations. As a result, a U.S. Holder should recognize income only to the extent of the Consent Payment received.

Even if the adoption of the Proposed Amendments and receipt of the Consent Payment resulted in a deemed exchange with respect to the Notes, such deemed exchange would constitute a tax-free exchange for U.S. federal income tax purposes. For the deemed exchange to qualify as tax-free, the Notes and the new Notes must constitute “securities” for U.S. federal income tax purposes. In general, a debt instrument will be treated as a security if it represents a participating, continuing interest in the issuer, rather than a mere right to a cash payment. As a result, the term of the debt instrument is usually regarded as a significant factor in determining whether it is a security. Pursuant to applicable judicial authorities and IRS rulings, a debt instrument with a maturity of ten years or more is generally treated as a security. The treatment of debt instruments with maturities between five and ten years depends on the relevant facts and circumstances. Based on case law and IRS rulings, we intend to take the position that the Notes and the new Notes are both securities. Under this treatment, a U.S. Holder would not recognize loss and would recognize gain only to the extent of the Consent Payment received.

Consent Payment. The tax consequences of a U.S. Holder’s receipt of the Consent Payment are unclear. We intend to treat the Consent Payment for U.S. federal income tax purposes as a fee paid to a U.S. Holder in consideration of such holder’s consent to the Proposed Amendments. Alternatively, the Consent Payment might be treated as a payment of additional interest on the Notes. In either case, a U.S. Holder would recognize ordinary income in the amount of the Consent Payment received, without any reduction by any portion of a U.S. Holder’s tax basis in the Notes.

Tax Considerations for Non-Consenting U.S. Holders

Because, as described above, we intend to take the position that the adoption of the Proposed Amendments and the receipt of the Consent Payment should not constitute a significant modification, we intend to take the position that a non-consenting U.S. Holder who does not receive a Consent Payment would not be deemed to participate in any deemed exchange and would not recognize any income, gain or loss in connection with the Solicitation. As noted above, however, there can be no assurance that deemed exchange treatment would not apply.

Backup Withholding

A U.S. Holder may be subject to backup withholding on the Consent Payment, if paid, unless such U.S. Holder (i) is a corporation or comes within certain other exempt categories and demonstrates this fact, or (ii) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. The amount of any backup withholding from the Consent Payment, if paid, will be allowed as a credit against such U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is furnished to the IRS.

Tax Consequences for Consenting Non-U.S. Holders

Consent Payment. Although it is not entirely clear that withholding of U.S. federal income tax is applicable to the payment of the Consent Payment to a Non-U.S. Holder, we intend to withhold such tax from any Consent Payment paid to a Non-U.S. Holder at a rate of 30%, unless the Non-U.S. Holder provides to the applicable withholding Agent a properly executed (a) IRS Form W-8BEN (or a permissible substitute) claiming an exemption from (or reduction in) withholding under the benefit of an applicable income tax treaty or (b) IRS Form W-8ECI stating that the Consent Payment is not subject to withholding tax because it is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States. Non-U.S. Holders should consult their tax advisors regarding the availability of a refund of any tax withheld.

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LEGAL MATTERS

Legal matters relating to U.S. law and the validity of the Notes and the guarantees will be passed upon for the Issuer by Mayer Brown LLP. Legal matters relating to Luxembourg law will be passed upon for ArcelorMittal by Bonn Schmitt Steichen. Certain matters of Nova Scotia and federal Canadian law will be passed upon for the Issuer by Stewart McKelvey.

EXPERTS

The consolidated financial statements of ArcelorMittal (successor entity of Mittal N.V.) and subsidiaries for 2007, and management’s report on the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated by reference herein, have been audited by Deloitte S.A. as stated in their reports incorporated by reference herein.

The consolidated financial statements of Mittal N.V. (predecessor entity of ArcelorMittal), for 2005 and 2006 and the retrospective adjustments to the 2006 financial statements, except for the consolidated financial statements of Arcelor S.A. and subsidiaries (“Arcelor S.A.”) (except for Dofasco, Inc., Belgo Siderurgia S.A., Companhia Siderúrgica Tubarão S.A., Sol Coqueria Tubarão S.A., Acindar Industria Argentina de Aceros S.A., Arcelor España S.A., Arcelor Largos Perfiles, and Laminados Velasco S.L., consolidated subsidiaries of Arcelor S.A., whose consolidated financial statements for the period from August 1, 2006 to December 31, 2006, were audited by Deloitte Accountants B.V.), incorporated by reference herein, have been audited by Deloitte Accountants B.V. as stated in their report incorporated by reference herein.

The financial statements of Arcelor S.A., prepared on the basis of IFRS (consolidated with those of ArcelorMittal, but not separately incorporated by reference herein), as of December 31, 2006, and for the five months ended December 31, 2006, have been audited by KPMG Audit S.à.r.l., as stated in their report which is incorporated by reference herein (which report expresses a qualified opinion because the omission of comparative financial information is not in conformity with IFRS and contains an explanatory paragraph stating that the consolidated financial statements are based on historical values of Arcelor S.A.’s assets and liabilities prior to its acquisition by Mittal N.V. and, accordingly, do not include the purchase price adjustments to such amounts reflected in the consolidated financial statements of Mittal N.V. as a result of such acquisition).

Such financial statements of ArcelorMittal and its consolidated subsidiaries are incorporated by reference herein in reliance upon the respective reports of such firms given upon their authority as experts in accounting and auditing. All of the foregoing firms are independent registered public accounting firms.

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

ArcelorMittal is a corporation organized under the laws of Luxembourg. The majority of ArcelorMittal’s assets are located outside the United States, and a majority of ArcelorMittal’s directors and officers reside outside the United States.

As a result, U.S. investors may find it difficult:

	•		to effect service of process within the United States upon ArcelorMittal and the directors and officers of ArcelorMittal located outside the United States;

	•		to enforce in U.S. courts or outside the United States judgments obtained against the directors and officers of ArcelorMittal in U.S. courts; and

	•		to enforce in U.S. courts judgments obtained against the directors and officers of ArcelorMittal in courts in jurisdictions outside the United States.

ArcelorMittal’s Luxembourg counsel, Bonn Schmitt Steichen, has advised ArcelorMittal’s that there is doubt as to the enforceability in Luxembourg in original actions or actions for enforcement of judgments of U.S. courts of civil liabilities predicated solely upon U.S. federal securities laws.

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ArcelorMittal has been further advised by Bonn Schmitt Steichen that the United States and Luxembourg do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon U.S. federal securities laws, would not be immediately enforceable in Luxembourg. However, if the party in whose favor such judgment is rendered brings a new suit in a competent court in Luxembourg, that party may submit to a Luxembourg court the final judgment that has been rendered in the United States. If the Luxembourg court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that the final judgment concerned results from proceedings compatible with Luxembourg concepts of due process to the extent that the Luxembourg court is of the opinion that reasonableness and fairness so require, the Luxembourg court would, in principle, under current practice, recognize the final judgment that has been rendered in the United States and generally grant the same claim without re-litigation on the merits, unless the consequences of the recognition of such judgment contravene public policy in Luxembourg. It is not certain, however, that these court practices also apply to default judgments.

ArcelorMittal has been further advised by Bonn Schmitt Steichen that it would be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against ArcelorMittal’s directors and senior management and non-U.S. experts named in Consent Solicitation Statement.

We have also been informed by our Nova Scotia counsel, Stewart McKelvey, that in such counsel’s opinion, the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein permit an action to be brought in a court of competent jurisdiction in the Province of Nova Scotia on a final and conclusive judgment in personam of a United States federal court or a court of the State of New York sitting in the Borough of Manhattan in The City of New York, respecting the enforcement of the Notes, the Pledge Agreement or the Indenture, that is not impeachable as void or voidable under the laws of the State of New York and that is for a sum certain in money if:

	•		that judgment was not obtained by fraud or in a manner contrary to “natural justice” and the enforcement of that judgment would not be contrary to “public policy” as such terms are applied by the courts of the Province of Nova Scotia;

	•		the New York court did not act either without jurisdiction under the conflict of laws rules of the laws of the Province of Nova Scotia, or without authority, under the laws in force in New York, to adjudicate concerning the cause of action or subject matter that resulted in the judgment or concerning the person of that judgment debtor;

	•		the defendant was duly served with the process of the New York court or appeared to defend such process;

	•		the judgment is not contrary to the final and conclusive judgment of another jurisdiction;

	•		the enforcement of that judgment does not constitute, directly or indirectly, the enforcement of foreign revenue or penal laws;

	•		the enforcement of the judgment would not be contrary to any order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or the Competition Tribunal under the Competition Act (Canada) in respect of certain judgments, laws, and directives having effects on competition in Canada; and

	•		the action to enforce that judgment is taken within six years of the date of the judgment of the New York court as stipulated in the Limitations of Actions Act (Nova Scotia).

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WHERE YOU CAN FIND MORE INFORMATION

ArcelorMittal files annual reports on Form 20-F with, and furnishes other information under cover of a Report on Form 6-K to, the SEC under the Exchange Act. Prior to September 3, 2007, the effective date of the first-step merger, ArcelorMittal filed with, or furnished to, the SEC documents under the name of Mittal Steel Company N.V., its legal predecessor. Prior to December 17, 2004, Mittal N.V. filed with, or furnished to, the SEC documents under its former name Ispat International N.V. You may read and copy this information, or obtain copies of this information by mail, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website that contains reports and other information about issuers, like ArcelorMittal, who file electronically with the SEC. The address of that site is http://www.sec.gov.

As a foreign private issuer, ArcelorMittal is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements and will not be required to file proxy statements with the SEC. ArcelorMittal’s officers, directors and principal shareholders are also exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act.

The Issuer, ArcelorMittal and each of the other guarantors of the Notes have filed a registration statement on Form S-4 or Form F-4, as applicable, to register with the SEC the Notes, in the case of the Issuer, and guarantees of the Notes, in the case of ArcelorMittal and the other guarantors, in each case after giving effect to the Proposed Amendments. This Consent Solicitation Statement forms a part of that registration statement. As allowed by the SEC’s rules, this Consent Solicitation Statement does not contain all of the information you can find in the registration statement and its exhibits. As a result, statements in this Consent Solicitation Statement concerning the contents of any contract, agreement or other document are not necessarily complete. If any contract, agreement or other document is filed as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of the document or matter involved. For further information, you should refer to the registration statement.

ArcelorMittal’s shares are listed and traded on the NYSE (symbol “MT”), are admitted to trading on the Luxembourg Stock Exchange’s regulated market and listed on the Official List of the Luxembourg Stock Exchange (symbol “MTL”), and are admitted to listing and trading on Euronext Amsterdam by NYSE Euronext (symbol “MT”), Euronext Brussels by NYSE Euronext (symbol “MTBL”), Euronext Paris by NYSE Euronext (symbol “MTP”) and the stock exchanges of Madrid, Barcelona, Bilbao and Valencia (symbol “MTS”). Each exchange has its own requirements for the provision of periodic reports, proxy statements and other information. You are free to inspect any such information by contacting the relevant stock exchange, including, the NYSE at the offices of the NYSE, 20 Broad Street, New York, New York, 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Consent Solicitation Statement. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Consent Solicitation Statement, except for any information that is superseded by information contained directly in this Consent Solicitation Statement or in subsequent filings deemed incorporated by reference into this Consent Solicitation Statement.

This Consent Solicitation Statement incorporates by reference the documents set forth below that ArcelorMittal has previously filed with or furnished to the SEC. These documents contain important information about ArcelorMittal and its results of operations and financial condition:

	•		ArcelorMittal’s Annual Report on Form 20-F for the year ended December 31, 2007, filed on March 19, 2008; and

	•		ArcelorMittal’s reports on Form 6-K, dated April 7, 2008, March 27, 2008, March 26, 2008, March 13, 2008, March 7, 2008, February 25, 2008, February 20, 2008, February 13, 2008, February 5, 2008, February 1, 2008, January 31, 2008, January 11, 2008 and January 8, 2008.

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All documents filed by ArcelorMittal pursuant to Section 13(a) or 15(d) of the Exchange Act from the date of this Consent Solicitation Statement to the date the Solicitation is terminated shall be deemed to be incorporated by reference into this Consent Solicitation Statement. ArcelorMittal also incorporates by reference, to the extent expressly stated therein, certain Current Reports on Form 6-K furnished by ArcelorMittal during the same period as of the date of the furnishing of such documents. Any statement contained in this Consent Solicitation Statement or in a document incorporated or deemed to be incorporated by reference in this Consent Solicitation Statement shall be deemed to be modified or superseded for purposes of this Consent Solicitation Statement to the extent that a statement contained in this Consent Solicitation Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Consent Solicitation Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to be a part of this Consent Solicitation Statement from the date of filing of such modification or superseding.

You can obtain any of the documents that ArcelorMittal has filed with the SEC through ArcelorMittal, or from the SEC through the SEC’s website at http://www.sec.gov. These documents are available from ArcelorMittal without charge, excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference as an exhibit in this Consent Solicitation Statement. You may request a copy of such documents by contacting:

ArcelorMittal
19, Avenue de la Liberté
L-2930 Luxembourg
Grand Duchy of Luxembourg
+352 4792-1
Attention: Investor Relations

In order for you to receive timely delivery of the documents prior to the expiration of the Solicitation, ArcelorMittal should receive your request no later than [___], 2008.

We are not incorporating the contents of the websites of the SEC, ArcelorMittal or any other person into this Consent Solicitation Statement. We are providing the information about how you can obtain documents that are incorporated by reference into this Consent Solicitation Statement at these websites only for your convenience. See “Incorporation of Certain Documents by Reference”.

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EXHIBIT A

FORM OF NINTH SUPPLEMENTAL INDENTURE

NINTH SUPPLEMENTAL INDENTURE dated as of , 2008 (this “Supplemental Indenture”) among ARCELORMITTAL FINANCIAL SERVICES LLC, a Delaware limited liability company (as successor issuer to Ispat Inland ULC, a Nova Scotia unlimited company), as issuer (the “Issuer”), ARCELORMITTAL USA PARTNERSHIP, a Delaware partnership, as successor issuer (the “Successor Issuer”), the Guarantors and LASALLE BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).

RECITALS

WHEREAS, the Issuer, the Guarantors and the Trustee have entered into an Indenture dated as of March 25, 2004, as supplemented (as so supplemented, the “Indenture”);

WHEREAS, pursuant to Section 8.02 of the Indenture, the Issuer and the Guarantors, when authorized by a Board Resolution, and the Trustee, when an Officers’ Certificate is provided stating that such amendment or supplement complies with the provisions of Section 8.02, may amend or supplement the Indenture with the consent of the Holders of at least a majority in aggregate principal amount of all series of the Notes outstanding;

WHEREAS, ArcelorMittal Financial Services LLC became the successor issuer to Ispat Inland ULC, the original issuer of the Notes, pursuant to a Permitted Finco Collapse Transaction documented under the Eighth Supplemental Indenture dated as of December 28, 2007 among the Issuer, the Guarantors and the Trustee, and the Issuer wishes to have its obligations assumed by a successor issuer and to have its obligations guaranteed by certain additional affiliates;

WHEREAS, the Issuer has solicited the consent of the Holders of the outstanding Notes to certain amendments to the Indenture (the “Consent Solicitation”) pursuant to the Consent Solicitation Statement dated , 2008 (the “Consent Solicitation Statement”);

WHEREAS, the Issuer has received and delivered to the Trustee written consents of the Holders of not less than a majority in outstanding principal amount of the Notes (other than Notes that are disregarded in accordance with the terms of the Indenture) to the amendments to the Indenture set forth in this Supplemental Indenture;

WHEREAS, the Issuer, the Guarantors, the Successor Issuer and Trustee wish to enter into this Supplemental Indenture, the Issuer having obtained the requisite consent of the Holders.

NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE 1

CONSENT SOLICITATION COMPLETION EVENT

When used in this Supplemental Indenture, “Consent Solicitation Completion Event” means such time as the Issuer shall have paid, or caused to have been paid, in full to each Holder the Consent

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Payment (as defined in the Consent Solicitation Statement) with respect to which such Holder has validly delivered (and not validly revoked) its consent prior to the expiration of the Consent Solicitation.

ARTICLE 2

AMENDMENTS TO THE INDENTURE AND THE
INVENTORY SECURITY AGREEMENT

SECTION 2.1 (a) Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, the following definition in Section 1.01 of the Indenture is hereby amended and restated to read in its entirety as follows:

“Finco Guarantors” means, after a Permitted Finco Reconstitution Transaction has occurred and prior to the occurrence of a Permitted Finco Collapse Transaction thereafter, each New Finco Guarantor referred to in the definition of “Permitted Finco Reconstitution Transaction”.

(b) Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, the definition of “Permitted Finco Collapse Transaction” in Section 1.01 of the Indenture is hereby amended (i) by deleting clauses (a) through (c) of such definition and inserting the following in lieu thereof:

(a) the Finco Guarantors transfer or cause to be transferred (including through a series of transfers among Finco Guarantors) to the Issuer (x) any Capital Stock held by any Finco Guarantor and (y) the First Mortgage Bonds owned by the Finco Guarantors (and in connection therewith the rate of interest payable by the Company on the First Mortgage Bonds will be reduced by an amount less than or equal to 5% of the unmodified yield of the First Mortgage Bonds immediately prior to such reduction, provided that after giving effect thereto the per annum rate of interest payable by the Company on the First Mortgage Bonds shall not be less than the per annum interest rate on the Notes);

(b) the holders of Capital Stock of the Issuer transfer to a newly formed limited liability company (for purposes of this definition, the “Successor Issuer”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia which has no material assets or liabilities and all of the Capital Stock of which is owned by ArcelorMittal Holdings Inc. (“AM Holdings”) or any Person (other than the Company) that is in the same consolidated group as AM Holdings and the Company for U.S. tax purposes (the “AM Holdings Group Member”) either (x) all of the Capital Stock of the Issuer or (y) all of the assets and liabilities of the Issuer;

(c) any Finco Guarantor may, if it so elects, transfer (including through a series of transfers among Finco Guarantors) or cause to be transferred to the Issuer, the Successor Issuer, AM Holdings or the AM Holdings Group Member, any Capital Stock of the Company that is owned by any such Finco Guarantor in exchange for Capital Stock of AM Holdings or the AM Holdings Group Member;

(ii) by deleting the words “the Company Parent” where they appear in clause (e) of such definition and inserting the words “AM Holdings or the applicable AM Holdings Group Member” in lieu thereof, and

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(iii) by deleting the word “Indebtedness” where it appears in clause (g) of such definition and inserting the words “Capital Stock” in lieu thereof.

(c) Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, the definition of “Qualified Securitization Transaction” in Section 1.01 of the Indenture is hereby amended by inserting the words “the Company, any Restricted Subsidiary or” immediately before the words “ a Securitization Subsidiary” where they appear in clause (b) of such definition.

SECTION 2.2 Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, the following definition is hereby added to Section 1.01 of the Indenture in its proper alphabetical position:

“Permitted Finco Reconstitution Transaction” means a transaction at any time after the occurrence of a Permitted Finco Collapse Transaction (pursuant to the definition thereof as in effect at any time) when no Default has occurred and is continuing in which each of the following events occur:

(a) AM Holdings or the applicable AM Holdings Group Member transfers all of the Capital Stock of the Issuer to a newly formed partnership organized and existing under the laws of the State of Delaware (for purposes of this definition, the “Successor Issuer”) which, immediately after giving effect to such transfer, has no other material assets or liabilities and which is owned, directly or indirectly, by Mittal Canada Holdings Inc.;

(b) the Issuer merges with and into the Successor Issuer, with the Successor Issuer being the survivor of such merger;

(c) the Successor Issuer causes to be formed (i) a new unlimited company organized and existing under the laws of Nova Scotia (“New Finco Guarantor #1”) which has no material assets or liabilities and all of the Capital Stock of which is owned by the Successor Issuer and (ii) a new limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (“New Finco Guarantor #2” and, together with New Finco Guarantor #1, the “New Finco Guarantors”), which has no material assets or liabilities and all of the Capital Stock of which is owned by New Finco Guarantor #1;

(d) the Successor Issuer transfers (including through a series of transfers among the Issuer, the Successor Issuer and the New Finco Guarantors) or causes to be transferred to New Finco Guarantor #2 (x) any First Mortgage Bonds held by the Successor Issuer (and, in connection therewith, (i) the rate of interest payable by the Company on the First Mortgage Bonds will be increased by an amount equal to 1.00% per annum and (ii) the interest rate payable on the First Mortgage Bonds will be amended to provide that, in the event that any portion of the First Mortgage Bonds 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 predecessor issuer, Ispat Inland ULC, which are allocable to the portion of the First Mortgage Bonds so prepaid plus the amount of transaction costs incurred in respect of any Permitted Finco Collapse Transaction (as defined in the Indenture as in effect on December 31, 2007) or Permitted Finco Reconstitution Transaction 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, will be payable by the Company to the holders of the First Mortgage Bonds) and (y) any

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Capital Stock owned by the Successor Issuer (other than Capital Stock issued by New Finco Guarantor #1);

(e) the Successor Issuer, the Issuer and the New Finco Guarantors shall execute and deliver to the Trustee, in form satisfactory to the Trustee, a supplement to this Indenture whereby (x) the Successor Issuer shall expressly assume by supplemental indenture all obligations of the Issuer under this Indenture and the Notes and (y) each New Finco Guarantor shall guarantee all obligations of the Successor Issuer under this Indenture;

(f) the owners of all of the Capital Stock of the Successor Issuer shall execute and deliver to the Trustee a supplement to the Pledge Agreement, in form satisfactory to the Trustee, pursuant to which the Capital Stock of the Successor Issuer shall be pledged to the Trustee as Collateral for the Successor Issuer’s obligations under the Notes and this Indenture;

(g) the Successor Issuer shall execute and deliver to the Trustee a supplement to the Pledge Agreement, in form satisfactory to the Trustee, pursuant to which the Capital Stock of New Finco Guarantor #1 shall be pledged to the Trustee as Collateral for the Successor Issuer’s obligations under the Notes and this Indenture;

(h) New Finco Guarantor #1 shall execute and deliver to the Trustee a supplement to the Pledge Agreement, in form satisfactory to the Trustee, pursuant to which the Capital Stock of New Finco Guarantor #2 shall be pledged to the Trustee as Collateral for the Successor Issuer’s obligations under the Notes and this Indenture;

(i) New Finco Guarantor #2 shall execute and deliver to the Trustee a supplement to the Pledge Agreement, in form satisfactory to the Trustee, pursuant to which (x) any First Mortgage Bonds held by New Finco Guarantor #2 and (y) any Capital Stock owned by New Finco Guarantor #2 shall be pledged to the Trustee as Collateral for the Successor Issuer’s obligations under the Notes and this Indenture;

(j) all filings and other actions necessary to preserve the perfection and priority of the Lien of the Trustee on the Collateral shall be made and taken; and

(k) the Company shall deliver to the Trustee an officers’ certificate and an Opinion of Counsel, each stating that the merger of the Issuer with and into the Successor Issuer and such supplemental indenture and supplements to the Pledge Agreement comply with this Indenture and the Pledge Agreement and that all necessary actions have been taken to preserve the priority and perfection of the Lien of the Trustee on the Collateral.

Upon compliance with each of the foregoing requirements, (i) the Successor Issuer shall be the successor to the Issuer and shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture, the Notes and the Pledge Agreement, (ii) all references in this Indenture to “prior to a Permitted Finco Collapse Transaction” shall be understood to apply until a Permitted Finco Collapse Transaction is effected following the occurrence of a Permitted Finco Reconstitution Transaction, (iii) each New Finco Guarantor shall be a “Finco Guarantor” for all purposes under this Indenture and the Notes, (iv) all property or assets of AM Holdings or the applicable AM Holdings Group Member constituting a portion of the Collateral shall be released from the Lien of the Pledge Agreement and (v) Section 4.20 shall cease to apply (unless and until another Permitted Finco Collapse

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Transaction shall occur) and Section 4.19 shall apply (unless and until another Permitted Finco Collapse Transaction shall occur).

SECTION 2.3 Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, Section 4.13 of the Indenture is hereby amended by inserting the words “or a Permitted Finco Reconstitution Transaction” immediately after the words “a Permitted Finco Collapse Transaction” where they appear in such section.

SECTION 2.4 Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, Section 4.19 of the Indenture is hereby amended (i) by deleting the word “Prior” at the beginning of the first sentence of such section and inserting the following in lieu thereof “After a Permitted Finco Reconstitution Transaction has occurred but prior”, (ii) deleting the lead-in to the second paragraph of such definition and replacing it with the following in lieu thereof “Without limitation of the foregoing restrictions, after a Permitted Finco Reconstitution Transaction has occurred but prior to the consummation of a Permitted Finco Collapse Transaction thereafter:”, (iii) deleting the words “Ispat Inland Finance, LLC’s” where they appear in clause (a)(iv) of such definition, (iv) deleting the words “the ability of Ispat Inland, L.P. to make payments on the Finco Mirror Note in accordance with its terms” where they appear in clause (c) of such definition and (v) deleting clauses (d) and (e) of such definition and inserting the following in lieu thereof:

(d) each Finco Guarantor will maintain funds legally available in order to cause an amount of cash to be received by the Issuer sufficient for the Issuer to make payments on the Notes, in each case, on each date on which any payment is required to be made with respect to any Note;

(e) [intentionally left blank];

SECTION 2.5 Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, Section 4.20 of the Indenture is hereby amended by inserting the following language at the end thereof:

Notwithstanding the foregoing, the Issuer shall be permitted to engage in a Permitted Finco Reconstitution Transaction.

SECTION 2.6 Upon the occurrence of the Consent Solicitation Completion Event, and without any further action by any party hereto, Section 2 of the Inventory Security Agreement is hereby amended by deleting the proviso at the end of Section 2 thereof and inserting in lieu of such proviso the following:

provided that, notwithstanding the foregoing, the Collateral shall not extend to any Receivables and Related Assets other than any right to payment in respect of Inventory which is not an Account or Chattel Paper.

ARTICLE 3

ASSUMPTION

On the date a Permitted Finco Reconstitution Transaction which involves the Successor Issuer occurs, the Successor Issuer hereby expressly assumes on such date all obligations of the Issuer under

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the Indenture and the Notes, and, from and after such date, the term “Issuer,” as used in the Indenture and the Collateral Documents, shall mean and refer to the Successor Issuer.

ARTICLE 4

GUARANTEES

On the date a Permitted Finco Reconstitution Transaction which involves each party identified on the signature pages hereof as a New Finco Guarantor (the “New Finco Guarantors”) occurs, each New Finco Guarantor hereby jointly and severally unconditionally guarantees, pursuant to Article Ten of the Indenture (to the same extent as if such New Finco Guarantor had been an original Guarantor pursuant to such Article Ten), to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors, the due and punctual payment in full when due of the principal of, premium, if any, interest, if any, with respect to the Notes and all other obligations of the Issuer or any Guarantor to the Holders or the Trustee under the Notes and the Indenture and that all other obligations under the Indenture or the Notes shall be promptly paid in full or performed, all in accordance with the terms thereof.

ARTICLE 5

CONSENT TO FORTIETH SUPPLEMENTAL INDENTURE TO FIRST MORTGAGE INDENTURE:
DELIVERY OF REPLACEMENT FIRST MORTGAGE BONDS

SECTION 5.1 The Trustee has reviewed (i) the Fortieth Supplemental Indenture (the “First Mortgage Supplemental Indenture”) to the First Mortgage Indenture dated April 1, 1928 (as amended, restated, supplemented or otherwise modified immediately prior to the execution and delivery of the First Mortgage Supplemental Indenture, the “First Mortgage Indenture”) made by ArcelorMittal USA Inc. in favor of [___________] and The Bank of New York, as successor trustees thereunder (in such capacity, the “Successor Trustees”), including the amended form of the Series Z First Mortgage Bond contained in the First Mortgage Supplemental Indenture, and (ii) the Guarantee made by the guarantors party thereto in favor of the Successor Trustees (the “Guarantee”). The Trustee hereby consents to (x) the amendments to the First Mortgage Indenture contained in the First Mortgage Supplemental Indenture, including the amended form of the Series Z First Mortgage Bonds contained therein, and (y) the execution and delivery of the Guarantee by each of the parties thereto.

SECTION 5.2 Upon request of the Issuer, the Trustee will deliver all Series Z First Mortgage Bonds in its possession (the “Original First Mortgage Bonds”) to the Issuer. The Issuer will promptly thereafter surrender such Original First Mortgage Bonds to the Successor Trustees. The Issuer shall, promptly after its receipt of the replacement Series Z First Mortgage Bonds issued pursuant to Article 2, Section 2 of the Amended Series Z First Mortgage Bonds (the “Amended First Mortgage Bonds”), deliver such Amended First Mortgage Bonds to the Trustee, which Amended First Mortgage Bonds are to be held as collateral pursuant to the Supplement to Pledge Agreement by and between the Issuer and the Trustee as in effect on the date thereof.

ARTICLE 6

MISCELLANEOUS

SECTION 6.1 This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture with respect to the Notes and, as provided in the Indenture, this Supplemental Indenture forms a part thereof with respect to the Notes. Except as herein modified, the Indenture is in all respects ratified and confirmed with respect to the Notes and all the terms, provisions and conditions thereof shall be and remain in full force and effect with respect to the Notes and every Holder of Notes shall be bound hereby. Except as expressly otherwise defined, the use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Indenture.

SECTION 6.2 If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with any other provision hereof or of the Indenture that is required to be included in the Indenture by any of the provisions of the TIA, such required provision shall control.

SECTION 6.3 Unless otherwise indicated, capitalized terms used herein without definition shall have the meanings specified therefor in Section 1.01 of the Indenture and, in the case of references herein to the term “Permitted Finco Reconstitution Transaction”, as such Section 1.01 is amended hereby. For the avoidance of doubt, the amended definition of “Permitted Finco Collapse Transaction” effected hereby shall not relate to the Permitted Finco Collapse Transaction memorialized by the Eighth Supplemental Indenture.

SECTION 6.4 Each provision of this Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 6.5 This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of

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New York, without giving effect to the principles of conflicts of law to the extent that the application of laws of another jurisdiction would be required thereby.

SECTION 6.6 This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts shall together constitute but one and the same instrument.

SECTION 6.7 This Supplemental Indenture shall become effective as of the date first above written.

SECTION 6.8 Upon the consummation of the Permitted Finco Reconstitution Transaction, the Trustee is hereby authorized and directed to accept in substitution for the First Mortgage Bonds currently held as collateral under the Pledge Agreement First Mortgage Bonds in amended form reflecting the adjustments to the interest rate contemplated by the definition of Permitted Finco Reconstitution Transaction.

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IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed on , 2008, effective as of the date first above written.


		ARCELORMITTAL FINANCIAL SERVICES LLC,
		as Issuer

		By:
				Name:
				Title:

		ARCELORMITTAL USA PARTNERSHIP,
		as Successor Issuer

		By: 9064-4816 QUÉBEC INC., General Partner

		By:

				Name:
				Title:

		By: MITTAL CANADA INC., General Partner

		By:

				Name:
				Title:

		New Finco Guarantors:


		3222193 NOVA SCOTIA COMPANY,
		as a New Finco Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL FINANCE LLC,
		as a New Finco Guarantor

		By:

				Name:
				Title:

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		Guarantors:


		ARCELORMITTAL (successor by merger to Mittal Steel
		Company N.V.), as a Guarantor

		By:

				Name:
				Title:
		By:

				Name:
				Title:

		ARCELORMITTAL USA INC. (formerly, Mittal Steel USA
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		BURNHAM TRUCKING COMPANY, INC.,
		as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL USA INCOAL INC. (formerly,
		Incoal Company), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL MINORCA MINE INC. (formerly Mittal
		Steel USA — Minorca Mine Inc.), as a Guarantor

		By:

				Name:
				Title:

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		ARCELORMITTAL SERVICE INC. (formerly, Mittal Steel USA
		Service Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL CLEVELAND INC. (formerly, ISG Cleveland
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL WEIRTON INC. (formerly, ISG Weirton Inc.),
		as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL HENNEPIN INC. (formerly, ISG Hennepin
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL INDIANA HARBOR LLC (formerly,
		ArcelorMittal Indiana Harbor Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL WARREN INC. (formerly, ISG Warren Inc.),
		as a Guarantor

		By:

				Name:
				Title:

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		ARCELORMITTAL RIVERDALE INC. (formerly, ISG Riverdale
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		MITTAL STEEL USA — VENTURE INC. (formerly, ISG Venture
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL PLATE LLC (formerly, ISG Plate LLC), as a
		Guarantor

		By:

				Name:
				Title:

		ISG SPARROWS POINT LLC, as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL STEELTON LLC (formerly, ISG Steelton LLC),
		as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL LACKAWANNA LLC (formerly, ISG Lackawanna
		LLC), as a Guarantor

		By:

				Name:
				Title:

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		ARCELORMITTAL BURNS HARBOR LLC (formerly, ISG Burns
		Harbor LLC), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL COLUMBUS LLC (formerly, ISG Columbus
		Coatings LLC), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL GEORGETOWN INC. (formerly, ISG Georgetown
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		MITTAL STEEL USA — RAILWAYS INC. (formerly, ISG Railways
		Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL HIBBING INC. (formerly, ISG Hibbing Inc.),
		as a Guarantor

		By:

				Name:
				Title:

		HIBBING TACONITE HOLDING INC.,
		as a Guarantor

		By:

				Name:
				Title:

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		ISG ACQUISITION INC.,
		as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL REAL ESTATE INC. (formerly, ISG Real
		Estate Inc.), as a Guarantor

		By:

				Name:
				Title:

		ARCELORMITTAL TOW PATH VALLEY BUSINESS PARK DEVELOPMENT
		COMPANY (formerly, Tow Path Valley Business Park
		Development Company), as a Guarantor

		By:

				Name:
				Title:

		LASALLE BANK NATIONAL ASSOCIATION,
		as Trustee

		By:

				Name:
				Title:

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You may request assistance concerning the Solicitation by contacting the Solicitation Agent at the address or telephone number set forth below. You may request assistance in completing and delivering the Consent Letters or for additional copies of this Consent Solicitation Statement, the Consent Letters or other related documents by contacting the Information Agent at the address and telephone number set forth below. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Solicitation.

The Solicitation Agent for the Solicitation is:

Citigroup Global Markets Inc.
390 Greenwich St., 4^th Floor
New York, New York 10013
Attention: Liability Management Group
Telephone (toll free): +1 800 558 3745
Telephone (collect): +1 212 723 6106

The Tabulation Agent for the Solicitation is:

Global Bondholder Services Corporation
65 Broadway, Suite 723, New York, New York 10006
Facsimile (for eligible institutions only): +1 212 430 3775
Telephone (to confirm receipt of facsimile): +1 212 430 3774

The Information Agent for the Solicitation is:

Global Bondholder Services Corporation
65 Broadway, Suite 723, New York, New York 10006
Attention: Corporate Actions
Telephone (banks and brokers): +1 212 430 3774
Telephone (toll free): +1 866 873 5600

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Registrant Organized Under the Laws of Luxembourg

ArcelorMittal

The articles of association of ArcelorMittal provide that ArcelorMittal will, to the extent permitted by law, indemnify every director or member of the Group Management Board, as well as every former director or member of the Group Management Board, the fees, costs and expenses reasonably incurred by him or her in the defense or resolution (including a settlement) of all legal actions or proceedings, whether civil, criminal or administrative, he or she has been involved in his or her role as former or current director or member of the Group Management Board of ArcelorMittal.

The right to indemnification does not exist in the case of gross negligence, fraud, fraudulent inducement, dishonesty or for a criminal offense or if it is ultimately determined that the director or member of the Group Management Board has not acted honestly and in good faith and with the reasonable belief that he or she was acting in the best interests of ArcelorMittal.

Registrants Organized Under the Laws of Delaware

(a) Delaware corporations. The Delaware General Corporation Law (Section 145) gives Delaware corporations broad powers to indemnify any person 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 by reason of the fact that the person is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent 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 such person in connection with such action, suit or proceeding, so long as such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant. For actions or suits by or in the right of the registrant, no indemnification is permitted in respect of any claim, issue or matter as to which such person is adjudged to be liable to the registrant, unless, and only to the extent that, the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court deems proper.

Section 145 also authorizes the registrant to buy directors’ and officers’ liability insurance and gives a director, officer, employee or agent of the registrant who has been successful on the merits or otherwise in defense of any action, suit or proceeding of a type referred to in the preceding paragraph the right to be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Any indemnification (unless ordered by a court) will be made by the registrant only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth above. Such determination shall be made (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise.

(b) Delaware limited partnerships. Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.

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(c) Delaware partnerships. Section 15-110 of the Delaware Revised Uniform Partnership Act empowers a Delaware partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its partnership agreement.

(d) Delaware limited liability companies. Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to the standards and restrictions, if any, as are described in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

(e) The By-laws and the Fifth Amended and Restated Certificate of Incorporation (the “Charter”) of ArcelorMittal USA Inc. provide as follows:

(i) To the full extent permitted by the General Corporation Law or any other applicable law currently or hereafter in effect, no director will be personally liable to the corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director. If the General Corporation Law is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director shall be eliminated or limited to the fullest extent authorized by the General Corporation Law, as so amended. Any repeal or modification of Article VI of the Charter or Article IX of the By-Laws will not adversely affect any right or protection of a director existing prior to such repeal or modification.

(ii) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that such person 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 company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted or required by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than such law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in paragraph (iv) below with respect to Proceedings to enforce rights to indemnification, the corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board of Directors of the corporation.

(iii) The right to indemnification conferred in paragraph (ii) above includes the right to be paid by the corporation the expenses (including, without limitation, attorneys’ fees and expenses) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the General Corporation Law so requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director, officer, employee or agent (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this paragraph (iii) or otherwise. The rights to indemnification and to the Advancement of Expenses described in paragraph (ii) above and in this paragraph (iii) are contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators.

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(iv) If a claim under paragraphs (ii) and (iii) above is not paid in full by the corporation within 60 calendar days after a written claim has been received by the corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) any suit brought by the corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses, or brought by the corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under the Charter, By-laws or otherwise shall be on the corporation.

(v) The rights to indemnification and to the Advancement of Expenses conferred in Article VI of the Charter and Article IX of the By-laws shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Charter, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise. The By-laws of the corporation may contain such other provisions concerning indemnification, including provisions specifying reasonable procedures relating to and conditions to the receipt by indemnities of indemnification, provided that such provisions are not inconsistent with the provisions of Article VI of the Charter.

(vi) The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law.

(f) The Certificate of Incorporation of Burnham Trucking Company, Inc. is silent as to indemnification. The By-laws of Burnham Trucking Company provide that, in addition to, and not exclusive of, all other rights to which a director or officer may be entitled, the corporation shall indemnify each of its directors and officers, whether or not then in office (and their executors, administrators and heirs), against all reasonable expenses actually and necessarily incurred by him in connection with the defense of any litigation to which he may have been made a party because he/she is or was a director or officer of the corporation. A director or officer shall have no right to reimbursement, however, in relation to matters as to which they have been adjudged liable to the corporation for negligence or misconduct in the performance of their duties. The right to indemnify for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement.

(g) The Certificate of Incorporation of ArcelorMittal USA Incoal Inc. is silent as to indemnification. The By-laws of ArcelorMittal USA Incoal Inc. provide:

(i) 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

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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 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.

(ii) 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.

(iii) 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 (i) and (ii) above, 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.

(iv) Any indemnification under paragraphs (i) and (ii) above (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 (i) and (ii) above. 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.

(v) 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.

(vi) The indemnification provided by the By-laws 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

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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.

(vii) 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.

(viii) For the purposes of paragraphs (i) through (vii) above, 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 paragraphs (i) through (vii) above with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

(h) The Certificate of Incorporation and By-laws of ArcelorMittal Minorca Mine Inc. are silent as to indemnification.

(j) The Certificate of Incorporation and By-laws of ArcelorMittal Service Inc. are silent as to indemnification.

(k) The By-laws and the Certificates of Incorporation of ArcelorMittal Cleveland Inc., ArcelorMittal Hennepin Inc., ArcelorMittal Warren Inc. and ArcelorMittal Tow Path Valley Business Park Development Company provide as follows:

(i) The corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

(ii) Any person who was or is a party or 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 or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitee acted in good faith and in a manner he or she 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

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reasonable cause to believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

(iii) Any person 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 or she 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 (including employee benefit plans) shall be indemnified and held harmless by the corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(iv) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the corporation.

(v) The rights to indemnification and to advancement of expenses conferred in paragraphs (ii) through (iv) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation, a By-Law of the corporation, agreement, vote of stockholders or disinterested directors or otherwise.

(vi) The indemnification and advancement of expenses provided by paragraphs (ii) through (iv) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

(l) The By-laws and the Certificates of Incorporation of ArcelorMittal Weirton Inc., ArcelorMittal Riverdale Inc., Mittal Steel — Venture Inc., ArcelorMittal Georgetown Inc., Mittal Steel USA — Railways Inc., ArcelorMittal Hibbing Inc., ISG Acquisition Inc. and ArcelorMittal Real Estate Inc. provide as follows:

(i) The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions 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 of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or resolution adopted by the stockholders entitled to vote thereon after notice.

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request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

(iii) Any person 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 or she 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 (including employee benefit plans) shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(iv) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the corporation.

(m) The Certificates of Formation of ArcelorMittal Plate LLC, ISG Sparrows Point LLC, ArcelorMittal Steelton LLC, ArcelorMittal Lackawanna LLC, ArcelorMittal Burns Harbor LLC and ArcelorMittal Columbus LLC are silent as to indemnification. Each of the Amended and Restated Limited Liability Company Agreements of the foregoing entities provides the respective Board of Managers with the authority to:

(i) make any determination to indemnify any person in connection with litigation occurring in the ordinary course of business if the company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the company; and

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(ii) commence, defend or settle litigation pertaining to the company, its business or assets, except that unless indemnification is authorized under the other provisions of the Amended and Restated Limited Liability Company Agreement the company will not bear the expenses of any litigation brought against any member or manager acting in that capacity, any officer or employee of the company, or any other person acting on behalf of the company unless approved by the members.

(n) The Certificate of Formation of ArcelorMittal Indiana Harbor LLC is silent as to indemnification. The Limited Liability Company Agreement of the foregoing entity provides as follows:

(i) 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 contendere 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 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.

(ii) The indemnity provided for by clause (i) above 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 above.

(iii) For purposes of clauses (i) and (ii), above, the word “person” shall include the members, the members of the board of managers and any officer, employee or agent of the company.

(o) The Certificate of Formation of ArcelorMittal Financial Services LLC is silent as to indemnification. The Limited Liability Company Agreement of the foregoing entity provides as follows:

(i) The management committee of the company has the specific right and power to indemnify any member or manager or former member or manager, and make any other indemnification that is authorized by the limited liability company agreement in accordance with the Delaware Limited Liability Company Act.

(ii) Unless otherwise provided in paragraph (v) below, 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.

(iii) Unless otherwise provided in paragraph (v) below, in the event of any action by a member against any manager, including a company derivative suit, the company shall indemnify,

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save harmless, and pay all expenses of such manager, including reasonable attorneys’ fees incurred in the defense of such action.

(iv) Unless otherwise provided in paragraph (v) below, 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 the limited liability company 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.

(v) Notwithstanding the provisions of paragraphs (ii), (iii) and (iv) above, such paragraphs 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.

(vi) The obligations of the company set forth in this clause (o) 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.

(p) The Statement of Partnership Existence and the Agreement of Partnership of ArcelorMittal USA Partnership are silent as to indemnification.

(q) The Certificate of Formation of ArcelorMittal Finance LLC is silent as to indemnification. The Limited Liability Company Agreement of the foregoing entity provides as follows:

(i) Unless otherwise provided in paragraph (iv) below, 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.

(ii) Unless otherwise provided in paragraph (iv) below, 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.

(iii) Unless otherwise provided in paragraph (iv) below, 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 clause (q) 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.

(iv) Notwithstanding the provisions of paragraphs (i), (ii), and (iii) above, such paragraphs 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.

(v) The obligations of the company set forth in this clause (q) 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.

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Registrants Organized Under the Laws of Minnesota

(a) Minnesota corporations. Unless prohibited by the articles of incorporation or bylaws of a corporation, Section 302A.521, subd. 2, of the Minnesota Business Corporation Act (the “MBCA”) requires Minnesota corporations to indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of the person with respect to such corporation against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding (collectively “Losses”) if, with respect to the same acts or omissions, such person: (1) has not been indemnified by another organization or employee benefit plan for the same Losses; (2) acted in good faith; (3) received no improper personal benefit, and statutory procedures have been followed in the case of any conflict of interest by a director; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions occurring in the person’s official capacity as director, officer, member of a committee of the board or employee, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions occurring in a director’s, officer’s or employee’s capacity as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, reasonably believed that the conduct was not opposed to the best interests of the corporation. In addition, unless prohibited by the articles of incorporation or bylaws of a corporation, Section 302A.521, subd. 3, of the MBCA requires payment or reimbursement by the corporation, upon written request, of reasonable expenses (including attorneys’ fees) incurred by a person in advance of the final disposition of a proceeding, (x) upon receipt by the corporation of a written affirmation by the person of a good faith belief that the requirements for indemnification set forth above have been met as well as a written undertaking by the person to repay all amounts so paid or reimbursed by the corporation, if it is ultimately determined that the criteria for indemnification have not been satisfied, and (y) after a determination that the facts then known to those making the determination would not preclude indemnification under this section.

(b) The Articles of Incorporation of Hibbing Taconite Holding Inc. is silent as to indemnification. The By-laws of Hibbing Taconite Holding Inc. provide as follows:

(i) Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigate (other than an action by or in the right of the corporation) by reason of the fact that he or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

(ii) Any person 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 or she 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 (including employee benefit plans) shall be indemnified and held harmless by the corporation to the fullest

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extent authorized by the Business Corporation Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the corporation unless and only to the extent that the court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(iii) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the corporation.

(iv) The rights to indemnification and to advancement of expenses conferred in these paragraphs (i) through (iii) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles of Incorporation, a By-Law of the corporation, agreement, vote of shareholders or disinterested directors or otherwise.

(v) The indemnification and advancement of expenses provided by these paragraphs (i) through (iii) shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Registrants Organized Under the Laws of Nova Scotia

3222193 Nova Scotia Company

Applicable Laws of Nova Scotia

Under applicable Nova Scotia law, 3222193 Nova Scotia Company is permitted to indemnify its officers and directors on terms acceptable to its shareholders subject only to the general common law restrictions based on public policy and restrictions residing under specific legislation of relevant jurisdictions.

Articles of Association

Section 160 of the articles of association of 3222193 Nova Scotia Company provides that every current or former director or officer of 3222193 Nova Scotia Company, or person who acts or acted at such company’s request, in the absence of dishonesty on such person’s part, shall be indemnified by 3222193 Nova Scotia Company against all costs, losses and expenses, including an amount paid to settle an action or claim or satisfy a judgment, that such director, officer or person may incur or become liable to pay in respect of any (i) claim made against such person or (ii) civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of 3222193 Nova Scotia Company or such body corporate, partnership or other association, whether 3222193 Nova Scotia Company is a claimant or party to such action or proceeding or otherwise.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits.

A list of the exhibits filed with, or incorporated by reference into, this registration statement is in the Exhibit Index that immediately precedes such exhibits and is incorporated herein by reference.

(b) Financial Statement Schedules.

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All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required, are inapplicable or the required information has already been provided elsewhere in this registration statement.

Item 22. Undertakings

(a)

Each of the undersigned registrants hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)		To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

	(ii)		To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)		To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

	(2)		That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(3)		To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4)		To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.

(b) Each of the undersigned registrants hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a

II-12

court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(d) Each of the undersigned registrants hereby undertake: (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) Each of the undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Financial Services LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL FINANCIAL SERVICES LLC
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Manager

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Financial Services LLC and the undersigned managers of ArcelorMittal Financial Services LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Thomas A. McCue		Manager
Thomas A. McCue

/s/ Marc R. Jeske		Manager
Marc R. Jeske

/s/ Michael G. Rippey		Manager
Michael G. Rippey

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Luxembourg, Grand Duchy of Luxembourg, on April 15, 2008.


ARCELORMITTAL
By:	/s/ E. S. De Vries
	Name:	E. S. De Vries
	Title:	Treasurer


ARCELORMITTAL
By:	/s/ Simon Evans
	Name:	Simon Evans
	Title:	General Counsel

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal and the undersigned directors and officers of ArcelorMittal hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Joseph J. Kinsch		Director and Chairman of the Board of Directors
Joseph J. Kinsch

/s/ Lakshmi N. Mittal		Chief Executive Officer, Director and President of the
Lakshmi N. Mittal		Board of Directors

/s/ Aditya Mittal		Chief Financial Officer (Principal Financial Officer and
Aditya Mittal		Principal Accounting Officer)

		Director
Vanisha Mittal Bhatia

/s/ Narayanan Vaghul		Director
Narayanan Vaghul

/s/ Wilbur L. Ross		Director
Wilbur L. Ross

S-2


Signature		Title

/s/ Lewis B. Kaden		Director
Lewis B. Kaden

		Director
François H. Pinault

/s/ Michel Marti		Director
Michel Marti

/s/ José Rámon Álvarez Rendueles
José Rámon Álvarez Rendueles		Director

Sergio Silva de Freitas		Director

Georges Schmit		Director

/s/ Edmond Pachura
Edmond Pachura		Director

Manuel Fernández López		Director

Jean-Pierre Hansen		Director

/s/ John Castegnaro
John Castegnaro		Director

Antoine Spillman		Director

/s/ HRH Prince Guillaume de Luxembourg
HRH Prince Guillaume de Luxembourg		Director

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal USA Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL USA INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal USA Inc. and the undersigned directors and officers of ArcelorMittal USA Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey Michael G. Rippey		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Lakshmi N. Mittal		Director
Lakshmi N. Mittal

/s/ Aditya Mittal		Director
Aditya Mittal

/s/ Muni Krishna T. Reddy		Director
Muni Krishna T. Reddy

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

/s/ Herminio Blanco		Director
Herminio Blanco

S-4


Signature		Title

/s/ Lewis Kaden		Director
Lewis Kaden

/s/ Carlo Panunzi		Director
Carlo Panunzi

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Burnham Trucking Company, Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


BURNHAM TRUCKING COMPANY, INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of Burnham Trucking Company, Inc. and the undersigned directors and officers of Burnham Trucking Company, Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey Michael G. Rippey		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal USA Incoal Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL USA INCOAL INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal USA Incoal Inc. and the undersigned directors and officers of ArcelorMittal USA Incoal Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey Michael G. Rippey		President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Minorca Mine Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL MINORCA MINE INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	Executive Vice President

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Minorca Mine Inc. and the undersigned directors and officers of ArcelorMittal Minorca Mine Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Mark D. Whalen Mark D. Whalen		President (Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

/s/ Michael G. Rippey		Executive Vice President and Director
Michael G. Rippey

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Service Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL SERVICE INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Service Inc. and the undersigned directors and officers of ArcelorMittal Service Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Cleveland Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL CLEVELAND INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Cleveland Inc. and the undersigned directors and officers of ArcelorMittal Cleveland Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Weirton Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL WEIRTON INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Weirton Inc. and the undersigned directors and officers of ArcelorMittal Weirton Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Hennepin Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL HENNEPIN INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Hennepin Inc. and the undersigned directors and officers of ArcelorMittal Hennepin Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Indiana Harbor LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL INDIANA HARBOR LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Indiana Harbor LLC and the undersigned managers and officers of ArcelorMittal Indiana Harbor LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Warren Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL WARREN INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Warren Inc. and the undersigned directors and officers of ArcelorMittal Warren Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Riverdale Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL RIVERDALE INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Riverdale Inc. and the undersigned directors and officers of ArcelorMittal Riverdale Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mittal Steel USA – Venture Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


MITTAL STEEL USA – VENTURE INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President

POWER OF ATTORNEY

Know all men by these presents, that each of Mittal Steel USA – Venture Inc. and the undersigned directors and officers of Mittal Steel USA – Venture Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Plate LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL PLATE LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Plate LLC and the undersigned managers and officers of ArcelorMittal Plate LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ISG Sparrows Point LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ISG SPARROWS POINT LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ISG Sparrows Point LLC and the undersigned managers and officers of ISG Sparrows Point LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Steelton LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL STEELTON LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Steelton LLC and the undersigned managers and officers of ArcelorMittal Steelton LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Lackawanna LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL LACKAWANNA LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Lackawanna LLC and the undersigned managers and officers of ArcelorMittal Lackawanna LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Burns Harbor LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL BURNS HARBOR LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Burns Harbor LLC and the undersigned managers and officers of ArcelorMittal Burns Harbor LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Columbus LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL COLUMBUS LLC
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Columbus LLC and the undersigned managers and officers of ArcelorMittal Columbus LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Manager
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Manager
Louis L. Schorsch

S-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Georgetown Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL GEORGETOWN INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Georgetown Inc. and the undersigned directors and officers of ArcelorMittal Georgetown Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Mittal Steel USA – Railways Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


MITTAL STEEL USA – RAILWAYS INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of Mittal Steel USA – Railways Inc. and the undersigned directors and officers of Mittal Steel USA – Railways Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Hibbing Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL HIBBING INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Hibbing Inc. and the undersigned directors and officers of ArcelorMittal Hibbing Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Hibbing Taconite Holding Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


HIBBING TACONITE HOLDING INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of Hibbing Taconite Holding Inc. and the undersigned directors and officers of Hibbing Taconite Holding Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ISG Acquisition Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ISG ACQUISITION INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ISG Acquisition Inc. and the undersigned directors and officers of ISG Acquisition Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Real Estate Inc., the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL REAL ESTATE INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Real Estate Inc. and the undersigned directors and officers of ArcelorMittal Real Estate Inc. hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Tow Path Valley Business Park Development Company, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL TOW PATH VALLEY BUSINESS PARK DEVELOPMENT COMPANY
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Tow Path Valley Business Park Development Company and the undersigned directors and officers of ArcelorMittal Tow Path Valley Business Park Development Company hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Michael G. Rippey		President, Chief Executive Officer and Director
Michael G. Rippey		(Principal Executive Officer)

/s/ Vaidya Sethuraman		Vice President, Finance and Chief Accounting Officer
Vaidya Sethuraman		(Principal Financial Officer and Principal Accounting Officer)

/s/ Louis L. Schorsch		Director
Louis L. Schorsch

S-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal USA Partnership, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Contrecoeur, Province of Québec (Canada), on April 15, 2008.


		ARCELORMITTAL USA PARTNERSHIP

		By:		9064-4816 QUÉBEC INC., General Partner

		By:		/s/ Benoit Alain
				Name: Benoit Alain
				Title: Director

		By:		MITTAL CANADA INC., General Partner

		By:		/s/ Benoit Alain
				Name: Benoit Alain
				Title: Vice President

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal USA Partnership and the undersigned directors and general partners of ArcelorMittal USA Partnership hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

9064-4816 QUÉBEC INC.		General Partner

By: Name:	/s/ Benoit Alain Benoit Alain
Title:	Director

		General Partner
MITTAL CANADA INC.

By:	/s/ Benoit Alain
Name:	Benoit Alain
Title:	Vice President

S-30


Signature		Title

/s/ E.S. de Vries		Director
E.S. de Vries

/s/ Jos Jacque Jos Jacque		Director

/s/ Vaidya Sethuraman		Director
Vaidya Sethuraman

/s/ Benoit Alain		Director
Benoit Alain

S-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 3222193 Nova Scotia Company, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


3222193 NOVA SCOTIA COMPANY
By:	/s/ Thomas A. McCue
	Name:	Thomas A. McCue
	Title:	Vice President

POWER OF ATTORNEY

Know all men by these presents, that each of 3222193 Nova Scotia Company and the undersigned directors and officers of 3222193 Nova Scotia Company hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Benoit Alain		President and Director
Benoit Alain

/s/ Thomas A. McCue		Vice President and Director
Thomas A. McCue

/s/ Marc Jeske		Secretary
Marc Jeske

/s/ John L. Brett		Director
John L. Brett

S-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, ArcelorMittal Finance LLC, the registrant, has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on April 15, 2008.


ARCELORMITTAL FINANCE LLC
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Manager

POWER OF ATTORNEY

Know all men by these presents, that each of ArcelorMittal Finance LLC and the undersigned managers of ArcelorMittal Finance LLC hereby constitutes and appoints Marc R. Jeske and Thomas A. McCue, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this registration statement (including any post-effective amendment), and to file each such amendment to this registration statement, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on April 15, 2008.


Signature		Title

/s/ Thomas A. McCue		Manager
Thomas A. McCue

/s/ Marc R. Jeske		Manager
Marc R. Jeske

/s/ Michael G. Rippey		Manager
Michael G. Rippey

S-33

EXHIBIT INDEX


Exhibit
Number		Description

2.1		Merger Agreement between Arcelor and ArcelorMittal, dated September 25, 2007 (incorporated by reference from ArcelorMittal’s Registration Statement on Form F-4 (File No. 333-146371)).

2.2		Merger proposal and explanatory memorandum between ArcelorMittal and Arcelor, dated September 25, 2007 (incorporated by reference from ArcelorMittal’s Registration Statement on Form F-4 (File No. 333-146371)).

2.3		Memorandum of Understanding between Arcelor, Mittal Steel Company N.V., Mr. Lakshmi N. Mittal and Mrs. Usha Mittal, dated June 25, 2006 (incorporated by reference from ArcelorMittal’s report on Form 6-K (File No. 001-14666) filed on June 29, 2006).

2.4		Merger Agreement between ArcelorMittal and Mittal Steel Company N.V., dated May 2, 2007 (included as Annex A to the proxy statement/prospectus forming a part of ArcelorMittal’s registration statement on Form F-4 (Reg. No. 333- 144169) filed with the Commission on June 29, 2007, and incorporated by reference herein).

3.1		Amended and Restated Articles of Association of ArcelorMittal dated November 5, 2007, and published in the Mémorial C (Official Gazette) on November 13, 2007 (incorporated by reference from ArcelorMittal’s Annual Report on Form 20-F for the year ended December 31, 2007).

3.2		Certificate of Formation of ArcelorMittal Financial Services LLC.

3.3		Limited Liability Company Agreement, dated December 18, 2007, of ArcelorMittal Financial Services LLC.

3.4		Fifth Amended and Restated Certificate of Incorporation of ArcelorMittal USA Inc. (incorporated by reference from ArcelorMittal USA Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).

3.5		Certificate of the Designation for the Series A 8% Preferred Stock, $0.01 par value per share, of ArcelorMittal USA Inc. (incorporated by reference from ArcelorMittal USA Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).

3.6		By-laws of ArcelorMittal USA Inc. (incorporated by reference from ArcelorMittal USA Inc.’s Annual Report on Form 10-K for the year ended December 31, 2005).

3.7		Certificate of Incorporation of Burnham Trucking Company, Inc. (incorporated by reference from Ispat Inland ULC’s Registration Statement on Form F-4 (File No. 333-116128)).

3.8		By-laws, as amended, of Burnham Trucking Company, Inc. (incorporated by reference from Ispat Inland ULC’s Registration Statement on Form F-4 (File No. 333-116128)).

3.9		Certificate of Incorporation, as amended, of ArcelorMittal USA Incoal Inc. (f/k/a Fort Wayne Woodview Manor Corporation).

3.10		By-laws of ArcelorMittal USA Incoal Inc. (f/k/a Fort Wayne Woodview Manor Corporation).

3.11		Certificate of Incorporation, as amended, of ArcelorMittal Minorca Mine Inc. (f/k/a Inland Steel Mining Company).

3.12		By-Laws of ArcelorMittal Minorca Mine Inc. (f/k/a Inland Steel Mining Company).

3.13		Certificate of Incorporation, as amended, of ArcelorMittal Service Inc. (f/k/a Inland Steel Service Corp.).

3.14		By-Laws of ArcelorMittal Service Inc. (f/k/a Inland Steel Service Corp.).

3.15		Certificate of Incorporation, as amended, of ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland East Inc.).

3.16		By-Laws of ArcelorMittal Cleveland Inc. (f/k/a ISG Cleveland East Inc.).

3.17		Certificate of Incorporation, as amended, of ArcelorMittal Weirton Inc. (f/k/a ISG Weirton Inc.).


Exhibit
Number		Description

3.18		By-Laws of ArcelorMittal Weirton Inc. (f/k/a ISG Weirton Inc.).

3.19		Certificate of Incorporation, as amended, of ArcelorMittal Hennepin Inc. (f/k/a ISG Hennepin Inc.).

3.20		By-Laws of ArcelorMittal Hennepin Inc. (f/k/a ISG Hennepin Inc.).

3.21		Certificate of Formation of ArcelorMittal Indiana Harbor LLC (f/k/a ISG Indiana Harbor Inc.).

3.22		Limited Liability Company Agreement, dated December 31, 2007, of ArcelorMittal Indiana Harbor LLC (f/k/a ISG Indiana Harbor Inc.).

3.23		Certificate of Incorporation, as amended, of ArcelorMittal Warren Inc. (f/k/a ISG Warren Inc.).

3.24		By-Laws of ArcelorMittal Warren Inc. (f/k/a ISG Warren Inc.).

3.25		Certificate of Incorporation, as amended, of ArcelorMittal Riverdale Inc. (f/k/a ISG Riverdale Inc.).

3.26		By-Laws of ArcelorMittal Riverdale Inc. (f/k/a ISG Riverdale Inc.).

3.27		Certificate of Incorporation, as amended, of Mittal Steel USA — Venture Inc. (f/k/a ISG Venture Inc.).

3.28		By-Laws of Mittal Steel USA — Venture Inc. (f/k/a ISG Venture Inc.).

3.29		Certificate of Formation, as amended, of ArcelorMittal Plate LLC (f/k/a ISG Plate LLC).

3.30		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ArcelorMittal Plate LLC (f/k/a ISG Plate LLC).

3.31		Certificate of Formation of ISG Sparrows Point LLC.

3.32		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ISG Sparrows Point LLC.

3.33		Certificate of Formation, as amended, of ArcelorMittal Steelton LLC (f/k/a ISG Steelton LLC).

3.34		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ArcelorMittal Steelton LLC (f/k/a ISG Steelton LLC).

3.35		Certificate of Formation, as amended, of ArcelorMittal Lackawanna LLC (f/k/a ISG Lackawanna LLC).

3.36		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ArcelorMittal Lackawanna LLC (f/k/a ISG Lackawanna LLC).

3.37		Certificate of Formation, as amended, of ArcelorMittal Burns Harbor LLC (f/k/a ISG Burns Harbor LLC).

3.38		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ArcelorMittal Burns Harbor LLC (f/k/a ISG Burns Harbor LLC).

3.39		Certificate of Formation, as amended, of ArcelorMittal Columbus LLC (f/k/a ISG Columbus Coatings LLC).

3.40		Amended and Restated Limited Liability Company Agreement, dated January 14, 2004, of ArcelorMittal Columbus LLC (f/k/a ISG Columbus Coatings LLC).

3.41		Certificate of Incorporation, as amended, of ArcelorMittal Georgetown Inc. (f/k/a ISG Georgetown Inc.).

3.42		By-Laws of ArcelorMittal Georgetown Inc. (f/k/a ISG Georgetown Inc.).

3.43		Certificate of Incorporation, as amended, of Mittal Steel USA — Railways Inc. (f/k/a ISG Railways Inc.).

3.44		By-Laws of Mittal Steel USA — Railways Inc. (f/k/a ISG Railways Inc.).

3.45		Certificate of Incorporation, as amended, of ArcelorMittal Hibbing Inc. (f/k/a ISG Hibbing Inc.).

3.46		By-Laws of ArcelorMittal Hibbing Inc. (f/k/a ISG Hibbing Inc.).

3.47		Restated Articles of Incorporation, as amended, of Hibbing Taconite Holding Inc. (f/k/a Bethlehem Hibbing Corporation).

3.48		Amended and Restated By-Laws of Hibbing Taconite Holding Inc. (f/k/a Bethlehem Hibbing Corporation).

3.49		Certificate of Incorporation of ISG Acquisition Inc.


Exhibit
Number		Description

3.50		By-Laws of ISG Acquisition Inc.

3.51		Certificate of Incorporation, as amended, of ArcelorMittal Real Estate Inc. (f/k/a ISG Real Estate Inc.).

3.52		By-Laws of ArcelorMittal Real Estate Inc. (f/k/a ISG Real Estate Inc.).

3.53		Certificate of Incorporation, as amended, of ArcelorMittal Tow Path Valley Business Park Development Company (f/k/a Tow Path Valley Business Park Development Company).

3.54		By-Laws of ArcelorMittal Tow Path Valley Business Park Development Company (f/k/a Tow Path Valley Business Park Development Company).

3.55		Certificate of Formation of ArcelorMittal Finance LLC.

3.56		Limited Liability Company Agreement, dated March 18, 2008, of ArcelorMittal Finance LLC.

3.57		Memorandum of Association and Articles of Association of 3222193 Nova Scotia Company.

3.58		Statement of Partnership Existence of ArcelorMittal USA Partnership.

3.59		Agreement of Partnership, dated March 18, 2008, of ArcelorMittal USA Partnership.

4.1		Copy of First Mortgage Indenture, dated April 1, 1928, between Ispat Inland Inc. (the “Steel Company”) and First Trust and Savings Bank and Melvin A. Traylor, as Trustees, and of supplemental indentures thereto, to and including the Thirty-Ninth Supplemental Indenture, incorporated by reference from the following Exhibits: (i) Exhibits B-1(a), B-1(b), B-1(c),B-1(d) and B-1(e), filed with Steel Company’s Registration Statement on Form A-2 (No. 2-1855); (ii) Exhibits D-1(f) and D-1(g), filed with Steel Company’s Registration Statement on Form E-1 (No. 2-2182); (iii) Exhibit B-1(h), filed with Steel Company’s Current Report on Form 8-K dated January 18, 1937; (iv) Exhibit B-1(i), filed with Steel Company’s Current Report on Form 8-K, dated February 8, 1937; (v) Exhibits B-1(j) and B-1(k), filed with Steel Company’s Current Report on Form 8-K for the month of April, 1940; (vi) Exhibit B-2, filed with Steel Company’s Registration Statement on Form A-2 (No. 2-4357); (vii) Exhibit B-1(l), filed with Steel Company’s Current Report on Form 8-K for the month of January, 1945; (viii) Exhibit 1, filed with Steel Company’s Current Report on Form 8-K for the month of November, 1946; (ix) Exhibit 1, filed with Steel Company’s Current Report on Form 8-K for the months of July and August, 1948; (x) Exhibits B and C, filed with Steel Company’s Current Report on Form 8-K for the month of March, 1952; (xi) Exhibit A, filed with Steel Company’s Current Report on Form 8-K for the month of July, 1956; (xii) Exhibit A, filed with Steel Company’s Current Report on Form 8-K for the month of July, 1957; (xiii) Exhibit B, filed with Steel Company’s Current Report on Form 8-K for the month of January, 1959; (xiv) the Exhibit filed with Steel Company’s Current Report on Form 8-K for the month of December, 1967; (xv) the Exhibit filed with Steel Company’s Current Report on Form 8-K for the month of April, 1969; (xvi) the Exhibit filed with Steel Company’s Current Report on Form 8-K for the month of July, 1970; (xvii) the Exhibit filed with the amendment on Form 8 to Steel Company’s Current Report on Form 8-K for the month of April, 1974; (xviii) Exhibit B, filed with Steel Company’s Current Report on Form 8-K for the month of September, 1975; (xix) Exhibit B, filed with Steel Company’s Current Report on Form 8-K for the month of January, 1977; (xx) Exhibit C, filed with Steel Company’s Current Report on Form 8-K for the month of February, 1977; (xxi) Exhibit B, filed with Steel Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1978; (xxii) Exhibit B, filed with Steel Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1980; (xxiii) Exhibit 4-D, filed with Steel Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1980; (xxiv) Exhibit 4-D, filed with Steel Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1982; (xxv) Exhibit 4-E, filed with Steel Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1983; (xxvi) Exhibit 4(i) filed with the Steel Company’s Registration Statement on Form S-2 (No. 33-43393); (xxvii) Exhibit 4 filed with Steel Company’s Current Report on Form 8-K dated June 23, 1993; (xxviii) Exhibit 4.C filed with Steel Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995; (xxix) Exhibit 4.C filed with Steel Company’s Quarterly Report on Form 10-Q for the quarter Ended September 30, 1995; (xxx) Exhibit 4.C filed with Steel Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; (xxxi) Exhibit 4.C. filed with the registrant’s Annual Report on Form 10-K for the year ended December 31, 1998, (xxxii) Exhibit 4.5 to the registrant’s registration statement on Form S-4


Exhibit
Number		Description

		(File No. 333-116128), (xxxiii) Exhibit 4.6 to the registrant’s registration statement on Form S-4 (File No. 333-116128) and (xxxiv) Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on January 6, 2006.

4.2		Copy of consolidated reprint of First Mortgage Indenture, dated April 1, 1928, between Ispat Inland Inc. and First Trust and Savings Bank and Melvin A. Traylor, as Trustees, as Amended and supplemented by all supplemental indentures thereto, to and including the Thirteenth Supplemental Indenture (incorporated by reference from the Registration Statement on Form S-1 (File No. 2-9443)).

4.3		Form of Fortieth Supplemental Indenture from ArcelorMittal USA to The Bank of New York and [_________] as Trustees under the First Mortgage from Ispat Inland Inc. to First Trust and Savings Bank and Melvin A. Traylor, as Trustees, dated April 1, 1928.

4.4		Form of Guarantee from the Guarantors named therein to the holders of Bonds (as defined therein) and The Bank of New York and [_________] as successor Trustees under the First Mortgage from ArcelorMittal USA, to First Trust and Savings Banks and Melvin A. Traylor, as Trustees, dated April 1, 1928.

4.5		Indenture, dated as of March 25, 2004, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee (incorporated by reference from the Registration Statement on Form S-4 (File No. 333-116128)).

4.6		Supplemental Indenture, dated as of September 16, 2004, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.7		Second Supplemental Indenture, dated as of March 14, 2005, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.8		Third Supplemental Indenture, dated as of December 31, 2005, among Ispat Inland ULC, the Guarantors (as defined therein), Mittal Steel USA ISG Inc. and LaSalle Bank National Association, as Trustee (incorporated by reference from ArcelorMittal USA Inc.’s Current Report on Form 8-K filed January 6, 2006).

4.9		Fourth Supplemental Indenture, dated as of December 31, 2005, among Ispat Inland ULC, the Guarantors (as defined therein), Mittal Steel USA ISG Inc. and LaSalle Bank National Association, as Trustee (incorporated by reference from ArcelorMittal USA Inc.’s Current Report on Form 8-K filed January 6, 2006).

4.10		Fifth Supplemental Indenture, dated as of December 31, 2006, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.11		Sixth Supplemental Indenture, dated as of September 3, 2007, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.12		Seventh Supplemental Indenture, dated as of November 13, 2007, among Ispat Inland ULC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.13		Eighth Supplemental Indenture, dated as of December 28, 2007, among ArcelorMittal Financial Services LLC, the Guarantors (as defined therein) and LaSalle Bank National Association, as Trustee.

4.14		Form of Ninth Supplemental Indenture among ArcelorMittal Financial Services LLC, ArcelorMittal USA Partnership, the Guarantors named therein and LaSalle Bank National Association, as Trustee (incorporated by reference from Exhibit A to the Consent Solicitation Statement, which forms a part of this registration statement).

4.15		Security Agreement, dated as of March 25, 2004, among Ispat Inland Inc. and LaSalle Bank National Association, as Trustee.

		Note: Certain instruments with respect to long-term debt of ArcelorMittal have not been filed as Exhibits to this Registration Statement since the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of ArcelorMittal and its subsidiaries on a consolidated basis. The Issuer agrees to furnish a copy of each such instrument upon request of the SEC.

5.1		Opinion of Mayer Brown LLP

5.2		Opinion of Stewart McKelvey

5.3		Opinion of Bonn Schmitt Steichen

10.1		ArcelorMittal Global Stock Option Plan, effective September 15, 1999 (filed as Exhibit 4.1 to Mittal Steel Company N.V.’s annual report on Form 20-F for the year ended December 31, 2000


Exhibit
Number		Description

		(File No. 001-14666), and incorporated by reference herein).

10.2		Shareholder’s agreement dated as of August 13, 1997 among Ispat International N.V., LNM Holdings S.L. (renamed Ispat International Investments S.L.) and Mr. Lakshmi N. Mittal (filed as Exhibit 4.3 to Mittal Steel Company N.V.’s annual report on Form 20-F for the year ended December 31, 2004 (File No. 001-14666), and incorporated by reference herein).

10.3		Memorandum of Understanding dated June 25, 2006 among Arcelor, Mittal Steel Company N.V. and Mr. and Mrs. Lakshmi N. Mittal (filed as Exhibit 99.1 to Mittal Steel Company N.V.’s report on Form 6-K (File No. 001-14666) filed with the Commission on June 29, 2006, and incorporated by reference herein).

10.4		Agreement dated November 30, 2006 among ArcelorMittal (formerly known as Mittal Steel Company N.V.), the Arrangers named therein, the Original Lenders named therein and the Facility Agent named therein (filed as Exhibit 10.2 to Mittal Steel Company N.V.’s annual report on Form 20-F for the year ended December 31, 2006 (File No. 001-14666), and incorporated by reference herein).

10.5		Confirmation of extension of revolving credit facility under the Agreement dated November 30, 2006 (filed as Exhibit 4.4 to ArcelorMittal’s annual report on Form 20-F for the year ended December 31, 2007 (File No. 333-146371), and incorporated by reference herein).

10.6		Novation Agreement dated December 10, 2007 among ArcelorMittal, ArcelorMittal Finance and the Facility Agent named therein (filed as Exhibit 4.5 to ArcelorMittal’s annual report on Form 20-F for the year ended December 31, 2007 (File No. 333-146371), and incorporated by reference herein).

10.7		Share Purchase Agreement by and between Carlo Tassara International S.A. and ArcelorMittal dated February 19, 2008 for the Purchase of 18 million shares (filed as Exhibit 4.8 to ArcelorMittal’s annual report on Form 20-F for the year ended December 31, 2007 (File No. 333-146371), and incorporated by reference herein).

10.8		Share Purchase Agreement by and between Carlo Tassara International S.A. and ArcelorMittal dated February 19, 2008 for the Purchase of 7 million shares (filed as Exhibit 4.9 to ArcelorMittal’s annual report on Form 20-F for the year ended December 31, 2007 (File No. 333-146371), and incorporated by reference herein).

12		Calculation of Ratio of Earnings to Fixed Charges.

21		List of Subsidiaries of ArcelorMittal (incorporated by reference from ArcelorMittal’s Annual Report on Form 20-F for the year ended December 31, 2007).

23.1		Consent of Mayer Brown LLP (included in Exhibit 5.1 of this Registration Statement)

23.2		Consent of Stewart McKelvey (included in Exhibit 5.2 of this Registration Statement)

23.3		Consent of Bonn Schmitt Steichen (included in Exhibit 5.3 of this Registration Statement)

23.4		Consent of Deloitte S.A.

23.5		Consent of Deloitte Accountants B.V. (Mittal Steel Company N.V. and subsidiaries).

23.6		Consent of KPMG Audit S.à.r.l. (Arcelor Subsidiaries).

24.1		Powers of Attorney (included on the signature pages to this Registration Statement).

25.1		Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of LaSalle Bank National Association.

99.1		Form of Consent Letter.

EX-3.2 2 c23051aexv3w2.htm CERTIFICATE OF FORMATION exv3w2

EXHIBIT - -3.2

CERTIFICATE OF FORMATION

ARCELORMITTAL FINANCIAL SERVICES LLC

This Certificate of Formation of ArcelorMittal Financial Services LLC (the “Company”), dated as of December 18, 2007, is being duly executed and filed by Thomas A. McCue, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (Del. Code Ann. Tit. 6, Section 18-201).

FIRST. The name of the limited liability company formed hereby is ArcelorMittal Financial Services LLC.

SECOND. The address of 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, Delaware 19801.

THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed and filed this Certificate of Formation as of the date first above written.

EX-3.3 3 c23051aexv3w3.htm LIMITED LIABILITY COMPANY OPERATING AGREEMENT exv3w3

EXHIBIT - -3.3

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, et seq. (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, Delaware 19801.

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, Delaware 19801.

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
19^th Floor
Chicago, IL 60603

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

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.

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;

(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

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.

(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

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.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of this 18th day of December, 2007.


		ARCELORMITTAL HOLDINGS INC.

		By:		/s/ Thomas A. McCue

				Name: Thomas A. McCue
				Title: Treasurer

EXHIBIT A

MANAGERS OF THE COMPANY

Thomas A. McCue

Marc R. Jeske

Michael G. Rippey

EX-3.9 4 c23051aexv3w9.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL USA INCOAL INC. exv3w9

EXHIBIT -3.9

CERTIFICATE OF INCORPORATION
OF
FORT WAYNE WOODVIEW MANOR CORPORATION

* * * * *

1. The name of the corporation is FORT WAYNE WOODVIEW MANOR CORPORATION.

2. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The purposes of the corporation are:

To acquire, own, improve, use, convey and otherwise dispose of and deal in real property or any interest therein, and goods, wares and merchandise and personal property of every class and description (including but not limited to ownership of a general partnership interest in a limited partnership and the performance of all duties as a general partner incident to such ownership).

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares which the corporation shall have authority to issue is One Thousand (1,000) of common stock; all of such shares shall be without par value.

At all elections of directors of the corporation, each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for such provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or for any two or more of them as he may see fit.

In the event that any authorized but unissued stock is to be issued, or any new class of stock shall be created, or the authorized number of shares of any class shall be increased, or any bonds, notes, debentures, or other securities, convertible into stock, are to be issued, the holders of shares of the corporation, outstanding at the time such authorized but unissued stock, such new class of stock, or such increase is offered for subscription or such bonds, notes, debentures, or other securities, convertible into stock, are offered for sale, shall have the right to subscribe for the shares of such authorized but unissued stock, the shares of such new class of stock, the shares of such increased stock, or to buy such bonds, notes, debentures, or other securities, convertible into stock, before the same is offered for public subscription or sale, in proportion to the number of shares owned respectively by each of the holders of such stock.

5. The name and mailing address of the incorporator is as follows:

ELIZABETH T. HALLAM
69 West Washington Street
Chicago, Illinois

6. The names and mailing addresses of the persons who will serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are:


NAME		MAILING ADDRESS
WILLIAM E. ROTHFELDER		30 West Monroe Street Chicago, Illinois

ROBERT G. SMITH		30 West Monroe Street Chicago, Illinois

MAURICE CULHANE		30 West Monroe Street Chicago, Illinois

7. The corporation is to have perpetual existence.

8. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

9. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Elections of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

10. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26th day of February, 1975.



	/s/ Elizabeth T. Hallam
	Elizabeth T. Hallam

AGREEMENT AND PLAN OF MERGER

between

NEW WOODVIEW CORPORATION

(a Delaware corporation)

and

FORT WAYNE WOODVIEW MANOR CORPORATION

(an Illinois corporation)

Agreement and Plan of Merger made and entered into this 26day of March, 1975, between NEW WOODVIEW CORPORATION, a Delaware corporation (hereinafter referred to as the “Delaware Corporation” or “Surviving Corporation”) and FORT WAYNE WOODVIEW MANOR CORPORATION, an Illinois corporation (hereinafter referred to as the “Illinois Corporation”) (said corporations hereinafter referred to jointly as the “Constituent Corporations”).

A. The Delaware Corporation is a corporation duly organized and existing under the laws of the State of Delaware having its principal office in the State of Delaware at No. 100 West Tenth Street, Wilmington, Delaware.

B. The Illinois Corporation is a corporation duly organized and existing under the laws of the State of Illinois having its principal office in the State of Illinois at 30 West Monroe Street, Chicago, Illinois.

C. The total number of shares which the Delaware corporation has authority to issue is 1,000 Common Shares of no par value, of which 100 shares are issued and outstanding.

D. The total number of shares which the Illinois Corporation has authority to issue is 10,000 Common Shares of no par value, of which 100 shares are issued and outstanding.

E. The respective boards of directors of the Delaware Corporation and the Illinois Corporation have determined that it is advisable that the Illinois Corporation be merged into the Delaware Corporation and have approved such merger on the terms and conditions hereinafter set forth in accordance with applicable provisions of the laws of the States of Illinois and Delaware.

The Delaware Corporation and the Illinois Corporation hereby agree, each with the other, as follows:

ARTICLE I

The Illinois Corporation and the Delaware Corporation shall be merged into a single corporation, in accordance with the applicable provisions of the laws of Illinois and Delaware, by the Illinois Corporation merging into the Delaware Corporation which shall be the continuing and surviving corporation.

ARTICLE II

The Certificate of Incorporation of the Delaware Corporation is hereby amended by striking Article FIRST in its entirety and substituting in lieu thereof, a new Article FIRST reading as follows:

FIRST: The name of the corporation is FORT WAYNE WOODVIEW MANOR CORPORATION.

The Certificate of Incorporation of the Delaware Corporation, as hereinabove amended, shall constitute the composite Certificate of Incorporation of the Surviving Corporation until further amended in the manner provided by law, and is set forth in Schedule 1 hereto and made a part of this Agreement and Plan of Merger with the same force and effect as if set forth in full herein. The Certificate of Incorporation as set forth in said Schedule 1, as filed in Delaware, and separate and apart from this Agreement and Plan of Merger may be certified separately as the Certificate of Incorporation of the Surviving Corporation.

ARTICLE III

Upon the merger becoming effective:

1. The Constituent Corporations shall be a single corporation, which shall be the Delaware Corporation as the Surviving Corporation, and the separate existence of the Illinois Corporation shall cease except to the extent provided by the laws of the State of Illinois in the case of a corporation after its merger into another corporation.

2. The Surviving Corporation shall possess all the rights, privileges, powers, immunities and franchises, as well of a public as of a private nature, of each of the Constituent Corporations; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest of, or belonging to, or due to each of the Constituent Corporations, shall be taken and deemed to be vested in the Surviving Corporation without further act or deed; and the title to all the Constituent Corporations shall not revert or be in any way impaired by reason of the merger.

3. The Surviving Corporation shall be responsible and liable for all of the debts, duties, liabilities and obligations of each of the Constituent Corporations of every kind and character whatsoever; and any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the merger.

4. The by-laws of the Delaware Corporation as existing and constituted immediately prior to the date of merger shall become effective shall be and constitute the by-laws of the Surviving Corporation, until altered, amended or repealed.

5. The directors and officers of the Delaware Corporation immediately prior to the date the merger shall become effective shall be and constitute the directors and officers of the Surviving Corporation.

6. The 100 shares of Common Stock of the Delaware Corporation owned and held by the Illinois Corporation immediately prior to the merger becoming effective shall be cancelled and no shares of the Delaware Corporation shall be issued in respect thereof, and the capital account of the Surviving Corporation shall be deemed to be reduced by the amount of $1,000, the amount represented by said 100 shares.

7. Each of the issued Common Shares, of no par value, of the Illinois Corporation shall be and become converted automatically by virtue of the merger, and without further action of either Constituent Corporation or their stockholders, into one fully paid and nonassessable share of Common Stock, of no par value, of the Surviving Corporation.

8. Each owner of an issued certificate or certificates representing Common Shares of the Illinois Corporation shall be entitled upon surrendering such certificate or certificates to the Surviving Corporation to receive in exchange therefore a certificate or certificates representing the same number of shares of Common Stock of the Surviving Corporation. Until so surrendered the issued shares of the stock of the Illinois Corporation to be converted into the stock of the Surviving Corporation as provided herein, may be treated by the Surviving Corporation for all corporate purposes as evidencing the ownership of shares of the Surviving Corporation as though said surrender and exchange had taken place.

ARTICLE IV

If at any time the Surviving Corporation shall determine that any further assignment or assurance in the law is necessary or desirable to vest in the Surviving Corporation the title to any property or rights of the Illinois Corporation, the Illinois Corporation shall execute and make all such proper assignments and assurances in law and do all things necessary or proper to vest such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Agreement and Plan of Merger.

ARTICLE V

The assets, liabilities, reserves and accounts of the Illinois Corporation shall be taken up on the books of the Surviving Corporation as at the effective date of this Agreement and Plan of Merger in the respective amounts at which they shall at the time be carried on the books of the Illinois Corporation.

ARTICLE VI

The Delaware Corporation, as the Surviving Corporation, shall pay all expenses of carrying this Agreement and Plan of Merger into effect and accomplishing the merger herein provided for.

ARTICLE VII

All corporate actions, plans, policies, contracts, approvals and authorizations of the Illinois Corporation, its shareholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the date of the merger becomes effective, shall be taken for all purposes as the actions, plans, policies, contracts, approvals and authorizations of the Surviving Corporation and shall be as effective and binding thereon as the same were with respect to the Illinois Corporation. The employees of the Illinois Corporation shall become the employees of the Surviving Corporation and continue to be entitled to the same rights and benefits which they enjoyed as employees of the Illinois Corporation.

ARTICLE VIII

This Agreement and Plan of Merger shall be submitted to the shareholders and stockholders of each of the Constituent Corporations, as provided by law, and shall take effect, and be deemed and be taken to be the Agreement and Plan of Merger of said corporations upon the approval or adoption thereof by holders of the common shares of the Illinois Corporation in accordance with the laws of the State of Illinois and by the stockholders of the Delaware corporation in accordance with the laws of the State of Delaware, and upon the execution, filing and recording of such documents and the doing of such acts and things as shall be required for accomplishing the merger under the laws of the State of Illinois and Delaware.

IN WITNESS, WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their respective boards of directors have caused these presents to be executed by the President and attested by the Secretary of each party hereto, and the corporate seal affixed.


	NEW WOODVIEW CORPORATION

(Corporate Seal)
	By:	/s/ William E. Koryelder

ATTEST		President

/s/ Richard J. Schulte
Asst. Secretary	FORT WAYNE WOODVIEW MANOR CORPORATION

(Corporate Seal)

	By:	/s/ William E. Koryelder

ATTEST		President

/s/ Richard J. Shulte
Asst. Secretary

I, Warren M. Yalowitz, Secretary of NEW WOODVIEW CORPORATION, a corporation organized and existing under the laws of the State of Delaware, hereby certify, as such Secretary and under the seal of the said corporation, that the Agreement and Plan of Merger to which this certificate is attached, after having been first duly signed on behalf of the said corporation and having been signed on behalf of FORT WAYNE WOODVIEW MANOR CORPORATION, a corporation of the State of Illinois, was duly adopted pursuant to section 228 of Title 8 of the Delaware Code of 1953, by the written consent of the sole stockholder of the corporation, which Agreement and Plan of Merger was thereby adopted as the act of the stockholder of said NEW WOODVIEW CORPORATION, and the duly adopted agreement and act of the said corporation.

WITNESS my hand and seal of said NEW WOODVIEW CORPORATION on this 26^th day of March, 1975.



	/s/ Warren M. Valowitz
	Secretary

THE ABOVE AGREEMENT AND PLAN OF MERGER, having been executed on behalf of each corporate party thereto, and having been adopted separately by each corporate party thereto, in accordance with the provisions of the General Corporation Law of the State of Delaware, and the Business Corporation Act of the State of Illinois, the President of each Corporate party thereto does now hereby execute the said Agreement and Plan of Merger and the Secretary of each corporate party thereto does now hereby attest the said Agreement and Plan of Merger under the corporate seals of their respective corporations, by authority of the directors and stockholders thereof, as the respective act, deed and agreement of each of said corporations, on this 26th day of March, 1975.


	FORT WAYNE WOODVIEW MANOR CORPORATION

(Corporate Seal)

	By:	/s/ William E. Koryelder

ATTEST		President

/s/ Richard J. Schulte
Asst. Secretary	NEW WOODVIEW CORPORATION

(Corporate Seal)

	By:	/s/ William E. Koryelder

ATTEST		President

/s/ Richard J. Schulte
Asst. Secretary

STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )

BE IT REMEMBERED that on this 27 day of March, 1975, personally came before me, a Notary Public in and for the County and State aforesaid, William E. Rothfelder, President of NEW WOODVIEW CORPORATION, a corporation of the State of Delaware and he duly executed said Agreement and Plan of Merger before me and acknowledged the said Agreement and Plan of Merger to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said Agreement and Plan of Merger and attested by the Secretary of said corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.



	/s/ V.A. Phelps
	Notary Public

(SEAL)

STATE OF ILLINOIS )
) SS.
COUNTY OF COOK )

BE IT REMEMBERED that on this 27th day of March, 1975, personally came before me a Notary Public in and for the County and State aforesaid, William E. Rothfelder, President of FORT WAYNE WOODVIEW MANOR CORPORATION, a corporation of the State of Illinois, and he duly executed said Agreement and Plan of Merger before me and acknowledged the said Agreement and Plan of Merger to be his act and deed and the act and deed of said corporation and the facts stated therein are true; and that the seal affixed to said Agreement and Plan of Merger and attested by the Secretary of said corporation is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.



	/s/ V.A. Phelps
	Notary Public

(SEAL)

-2-

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

Fort Wayne Woodview Manor Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of FORT
WAYNE WOODVIEW MANOR CORPORATION be amended by changing the
First Article thereof so that, as amended, said Article
shall be and read as follows:

“Article I: The name of the corporation is:

INCOAL COMPANY”

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Incoal Company has caused this certificate to be signed by Frank H. Beal, its vice president, and attested by Robert M. Leone, its Secretary, this 20th day of August, 1987.


		Fort Wayne Woodview Manor Corporation

		By	/s/ Frank H. Beal

			Vice President


ATTEST:

By	/s/ Robert M. Leone

	Secretary

-2-

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

INCOAL COMPANY

Incoal Company (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation.

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA – Incoal Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31^st day of May, 2006.



		INCOAL COMPANY

		By:		/s/ Marc R. Jeske

				Title: Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

MITTAL STEEL USA-INCOAL INC.

Mittal Steel USA-Incoal Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal USA Incoal Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


		MITTAL STEEL USA-INCOAL INC.

		By:		/s/ Marc R. Jeske

				Name: Marc R. Jeske
				Title: Assistant Secretary

EX-3.10 5 c23051aexv3w10.htm BY-LAWS OF ARCELORMITTAL USA INCOAL INC. exv3w10

EXHIBIT - -3.10

NEW WOODVIEW CORPORATION

* * * * * * * * * *

BY-LAWS

* * * * * * * * * *

ARTICLE I

OFFICES

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.

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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.

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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

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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.

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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

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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

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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

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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.

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(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

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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

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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.

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EX-3.11 6 c23051aexv3w11.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL MINORCA MINE INC. exv3w11

EXHIBIT - -3.11

CERTIFICATE OF INCORPORATION

INLAND STEEL MINING COMPANY

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FIRST. The name of the corporation is

INLAND STEEL MINING COMPANY

SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the corporation shall be to hold, lease, explore, develop, deal in, buy, sell and otherwise acquire and dispose of mines, mining claims, minerals and mineral rights, timber and timber rights, and any other interest or interests in real property whatsoever; to mine, extract, treat, produce, work, smelt, convert, process, transport, sell and otherwise dispose of ores, metals and minerals; to construct, lease, purchase or otherwise acquire and to maintain and operate any buildings, plants, tools, machinery and other facilities required or desirable for the purpose of doing or performing any of the foregoing activities; and, generally, to conduct any lawful business, execute any lawful purpose or power, and engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, as amended from time to time.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1000) shares, all of which shares shall be without par value.

FIFTH. The name and mailing address of each incorporator is as follows:


		Name		Mailing Address

		B. A. Pennington		100 West Tenth Street Wilmington,
				Delaware 19801

		G. J. Coyle		100 West Tenth Street Wilmington, Delaware 19801

		R. F. Andrews		100 West Tenth Street
				Wilmington, Delaware 19801

SIXTH. The corporation is to have perpetual existence.

SEVENTH. The board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

EIGHTH. The books of the corporation (subject to the applicable provisions of any Delaware statute) may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Unless the by-laws of the corporation shall so provide, elections of directors need not be by written ballot.

NINTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 9th day of September, 1974.


		B.A. Pennington


		G. J. Coyle


		R. F. Andrews

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

INLAND STEEL MINING COMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST. That the Board of Directors of INLAND STEEL MINING COMPANY, by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a special meeting of the sole stockholder of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Company be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

FIRST. The name of the corporation is

ISPAT INLAND MINING COMPANY.

SECOND. That thereafter, pursuant to the resolution of its Board of Directors, upon written waiver of notice, and by written consent of the sole stockholder of the corporation, the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD. That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said INLAND STEEL MINING COMPANY has caused this certificate to be signed by Michael G. Rippey, its President, and attested by Edward C. McCarthy, its Secretary, this 2nd day of November, 1998.



	By:	/s/ Peter D. Southwick
		Peter D. Southwick
		President


ATTEST:
	By:	/s/ Edward C. McCarthy
		Edward C. McCarthy
		Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISPAT INLAND MINING COMPANY

Ispat Inland Mining Company (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA — Minorca Mine Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31^st day of May, 2006.


		ISPAT INLAND MINING COMPANY

		By:		/s/ Marc R. Jeske

				Name: Marc R. Jeske
				Title: Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MITTAL STEEL USA-MINORCA MINE INC.

Mittal Steel USA-Minorca Mine Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Minorca Mine Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


		MITTAL		STEEL USA-MINORCA MINE INC.

		By:		/s/ Marc R. Jeske

				Name: Marc R. Jeske
				Title: Secretary

EX-3.12 7 c23051aexv3w12.htm BY-LAWS OF ARCELORMITTAL MINORCA MINE INC. exv3w12

EXHIBIT - -3.12

INLAND STEEL MINING COMPANY

-o-O-o-

BY-LAWS

-o-O-o-

ARTICLE I

OFFICES

Section 1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of 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 1974, shall be held on the second Tuesday of December if not a legal holiday, and if a legal holiday, then on the next secular day following, at 3:30 P.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 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 fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. 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 9. 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 statute, of the certificate of incorporation or of these by-laws a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10. Each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11. Any action required to be taken, or which may be taken, at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by

all of the stockholders who would be entitled to vote upon such action if a meeting were held.

ARTICLE III

DIRECTORS

Section 1. The number of directors which shall constitute the whole board shall be not less than three nor more than nine. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the board of directors or by the stockholders at the annual meeting. 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. 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 the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. 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 percent 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.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2. A regular meeting of each newly elected board of directors shall be held immediately after, and at the same place as, the annual meeting of the stockholders, without other notice than these by-laws.

Section 3. Other regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

Section 4. Special meetings of the board may be called by the president on at least 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 5. 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, by the certificate of incorporation or by these by-laws. 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 6. 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.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. 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 two 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. Any such committee, to the extent

provided in the resolution, shall have and may exercise the powers 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; provided, however, that in the absence or disqualification of any member of such committee or 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. 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 2. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

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 VII

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, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall have been deposited in the United States mail. Notice to directors may also be given by telegram.

ARTICLE VIII

OFFICERS

Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a chairman of the board, a president, a secretary and a treasurer. The board of directors may also choose one or more 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, a secretary and a treasurer.

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary 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 and agents of the corporation shall be fixed from time to time 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 with or without cause, 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.

ARTICLE IX

DUTIES OF OFFICERS

Section 1. The chairman of the board shall preside at all meetings of the stockholders and of the board of directors. He shall have such other duties and powers as may be assigned to him by the board of directors.

Section 2. The president shall be the chief executive officer of the corporation, 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. 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.

Section 3. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be one, (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, if any, shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

Section 4. 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 5. 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.

Section 6. 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. 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, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. 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 7. 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 and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE X

CERTIFICATES OF STOCK AND THEIR TRANSFER

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 and 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. Where a certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be 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.

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 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 be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE XI

FIXING RECORD DATE

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.

ARTICLE XII

REGISTERED STOCKHOLDERS

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 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 XIII

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 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 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.

ARTICLE XIV

CHECKS

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.

ARTICLE XV

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the board of directors.

ARTICLE XVI

SEAL

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 XVII

AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders (by the affirmative vote of a majority of the stock issued and outstanding) or by the board of directors (by the affirmative vote of a majority of its members) at any regular meeting of the stockholders or of the board of directors or at any special meeting of the stockholders or of the board of directors.

EX-3.13 8 c23051aexv3w13.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL SERVICE INC. exv3w13

EXHIBIT - -3.13

CERTIFICATE OF INCORPORATION

INLAND STEEL SERVICE CORP.

FIRST. The name of the corporation is

INLAND STEEL SERVICE CORP.

SECOND. The address of its registered office in the State of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted by the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000), all of which shares shall be without par value.

FIFTH. The name and mailing address of each incorporator is as follows:


Name		Mailing Address
J. L. Rivera		100 West Tenth Street, Wilmington, Delaware 19801

V. A. Brookens		100 West Tenth Street, Wilmington, Delaware 19801

D. L. Sipple		100 West Tenth Street, Wilmington, Delaware 19801

SIXTH. The corporation is to have perpetual existence.

SEVENTH. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

-2-

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 26th day of October, 1983.


		J. L. RIVERA J. L. RIVERA

		V. A. BROOKENS

		V. A. BROOKENS

		D. L. SIPPLE

		D. L. SIPPLE

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

* * * * *

INLAND STEEL SERVICE CORP., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of INLAND STEEL SERVICE CORP., by the unanimous written consent of its members, filed with the minutes of the board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a special meeting of the sole stockholder of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Company be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

FIRST. The name of the corporation is

ISPAT INLAND SERVICE CORP.

SECOND: That thereafter, pursuant to the resolution of its Board of Directors, upon written waiver of notice, and by written consent of the sole stockholder of the corporation, the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said INLAND STEEL SERVICE CORP. has caused this certificate to be signed by Michael G. Rippey, its President, and attested by Edward C. McCarthy, its Secretary, this 2nd day of November, 1998.

By:

/s/ Michael G. Rippey

Michael G. Rippey

President

ATTEST:

By:

/s/ Edward C. McCarthy

Edward C. McCarthy

Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISPAT INLAND SERVICE CORP.

Ispat Inland Service Corp. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA Service Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31^st day of May, 2006.


ISPAT INLAND SERVICE CORP.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MITTAL STEEL USA SERVICE INC.

Mittal Steel USA Service Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Service Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


MITTAL STEEL USA SERVICE INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.14 9 c23051aexv3w14.htm BY-LAWS OF ARCELORMITTAL SERVICE INC. exv3w14

EXHIBIT -3.14

BY-LAWS

INLAND STEEL SERVICE CORP.

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. 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

MEETING OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of 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 Meeting. Annual meetings of stockholders, commencing with the year 1984, shall be held on the last Wednesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following at 3:30 p.m. (Chicago time), or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the

-2-

notice of the meeting, at which the stockholders shall elect, by a plurality vote, a Board of Directors and shall transact such other business as may properly be brought before the meeting.

Section 3. Notice of Annual Meeting. 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 fifty days before the date of the meeting.

Section 4. List of Stockholders Entitled to Vote. 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. 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 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.

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Section 6. Notice of Special Meetings. 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 fifty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7. Business at Special Meetings. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote at the meeting, 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 9. Vote Necessary to Approve Action. 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 statute, of the certificate of incorporation or

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of these by-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10. Voting of Shares. Each stockholder shall, at every meeting of the stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action Without Meeting. Any action required to be taken, or which may be taken, at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders who would be entitled to vote upon such action if a meeting were held.

ARTICLE III

DIRECTORS

Section 1. Number of Directors. The number of directors which shall constitute the whole board shall be not less than three nor more than five. The first board shall consist of three directors. Thereafter, within the limits above specified, the number of directors shall be determined by resolution of the Board of Directors or by the stockholders at the annual meeting. 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. Directors need not be stockholders.

Section 2. Vacancies. 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 the directors so chosen shall hold office until the next annual election and until their successors are duly elected and

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shall qualify, unless sooner displaced. 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 percent 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. General Power of Board of Directors. 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.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Place of Meetings. The Board of Directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 2. Regular Meetings. A regular meeting of each newly elected Board of Directors shall be held immediately after, and at the same place as, the annual meeting of the stockholders, without other notice than these by-laws. Other regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 3. Special Meetings. Special meetings of the board may be called by the president on at least two days’ notice to each director, either personally or by mail or by

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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 4. Quorum and Voting. 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, by the certificate of incorporation or by these by-laws. 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 5. Action Without a Meeting. 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 6. Telephonic Attendance. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any 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 such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE V

COMMITTEES OF DIRECTORS

Section 1. Designation and Powers. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist

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of two 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. Any such committee, to the extent provided in the resolution, shall have and may exercise all the powers 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; provided, however, that 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 provided, further, that no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. 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 2. Minutes of Meetings. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

ARTICLE VI

COMPENSATION OF DIRECTORS

The Board of Directors shall have the authority to fix the compensation of directors. 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

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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 VII

NOTICES

Section 1. By Mail or Telegram. 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, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall have been deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2. Waiver. 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.

ARTICLE VIII

OFFICERS

Section 1. Number. The officers of the corporation shall be chosen by the Board of Directors and shall be a president, a secretary and a treasurer. The Board of Directors may also choose one or more 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.

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Section 2. Election. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a secretary and a treasurer.

Section 3. Appointments. The Board of Directors may appoint such other officers and agents as it shall deem necessary 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. Compensation. The salaries of all officers and agents of the corporation shall be fixed from time to time by the Board of Directors.

Section 5. Term and Vacancies. 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 with or without cause, 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.

ARTICLE IX

DUTIES OF OFFICERS

Section 1. President. 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. 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.

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Section 2. Vice-President. In the absence of the president or in the event of his inability or refusal to act, the vice-president, if there be one (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, if any, shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 3. Secretary. 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 4. Assistant Secretary. The assistant secretary, if there be one, (or if there be more than one, the assistant secretaries in the order determined by the Board of Directors, or in the absence of any 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

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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.

Section 5. Treasurer. 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. 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, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation. 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 6. Assistant Treasurer. The assistant treasurer, if there be one, (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 and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE X

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 1. Certificates. 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 and 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. Signatures. Any of or all the signatures on a certificate may be 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.

Section 3. Lost, Stolen or Destroyed Certificates. 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 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 be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4. Transfer of Stock. 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

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new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE XI

FIXING RECORD DATE

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.

ARTICLE XII

REGISTERED STOCKHOLDERS

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ARTICLE XIII

DIVIDENDS

Section 1. Declaration and Payment. 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 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. Reserve Funds. 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.

ARTICLE XIV

CHECKS

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.

ARTICLE XV

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

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ARTICLE XVI

SEAL

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 XVII

AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders (by the affirmative vote of a majority of the stock issued and outstanding) or by the Board of Directors (by the affirmative vote of a majority of its members) at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors.

EX-3.15 10 c23051aexv3w15.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL CLEVELAND INC. exv3w15

EXHIBIT - -3.15

CERTIFICATE OF INCORPORATION

ISG CLEVELAND EAST INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “General Corporation Law of the State of Delaware”) hereby certifies that:

FIRST: The name of this Corporation (hereinafter called the “Corporation”) is ISG Cleveland East Inc.

SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle (zip code 19801); and the name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the Corporation are to conduct any lawful business, to promote any lawful purpose, and to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is one hundred (100) shares, all of which are of a par value of ($0.01) each, and all of which are of one class and are designated as Common Stock.

FIFTH: The name and mailing address of the incorporator are as follows: James A. Nash, c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.

SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors,

and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

SEVENTH: The original By-Laws of the Corporation shall be adopted by the incorporator. Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt any new By-Law, shall be vested in the Board of Directors.

EIGHTH: The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption.

NINTH: The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

Executed at New York, New York on March 21, 2002



	/s/ James A. Nash
	James A. Nash, Incorporator

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG CLEVELAND EAST INC.

ISG Cleveland East Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of incorporation of ISG Cleveland East Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:

FIRST: The name of this Corporation (hereinafter called the “Corporation”) is ISG Cleveland Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said ISG Cleveland East Inc. has caused this certificate to be signed by Rodney Mott, its President, this 22^nd day of March, 2002.



	/s/ Rodney B. Mott
	By: Rodney B. Mott
	Title:	President

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG CLEVELAND INC.

ISG Cleveland Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation.

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Cleveland Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


ISG CLEVELAND INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.16 11 c23051aexv3w16.htm BY-LAWS OF ARCELORMITTAL CLEVELAND INC. exv3w16

EXHIBIT - -3.16

BY-LAWS
OF
ISG CLEVELAND INC.

(A Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK.

(a) 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 Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation. If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature 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 such person were such officer, transfer agent or registrar at the date of issue.

(b) Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c) The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

3. STOCK TRANSFERS.

Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfer of shares of stock of the Corporation shall be made only on the stock ledger of the Corporation by the registered holder thereof, or by such person’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

4. RECORD DATE FOR STOCKHOLDERS.

(a) 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, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. 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.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders 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 a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date has been fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5. MEANING OF CERTAIN TERMS.

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provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

6. STOCKHOLDER MEETINGS.

(a) TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the Board of Directors. A special meeting shall be held on the date and at the time fixed by the Board of Directors.

(b) PLACE. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the Board of Directors may, from time to time, fix. Whenever the Board of Directors shall fail to fix such place, the meeting shall be held at the registered office of the Corporation in the State of Delaware.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of Directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting), state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such person’s address as it appears on the records of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice before or after the time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

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(e) STOCKHOLDER LIST. There shall be prepared and made, at least ten days before every meeting of stockholders, a complete list of the stockholders, 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. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote at any meeting of stockholders.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the chairman for the meeting shall appoint a secretary of the meeting.

(g) PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for such stockholder by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by such person’s attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally.

(h) INSPECTORS AND JUDGES. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election or judges of the vote, as the case may be, to act at the meeting or any adjournment thereof. If an inspector or inspectors or judge or judges are not appointed by the Board of Directors, the person presiding at the meeting may, but need not, appoint one or more inspectors or judges. In case any person who may be appointed as an inspector or judge fails to appear or act, the vacancy may be filled by appointment made by the person presiding thereat. Each inspector or judge, if any, before entering upon the discharge of such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such other acts

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as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

(i) QUORUM. Except as the General Corporation Law or these By-Laws may otherwise provide, the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(j) VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these By-Laws, or, with respect to the issuance of preferred stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of Directors, a plurality of the votes present at the meeting shall elect. Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power.

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

7. STOCKHOLDER ACTION WITHOUT MEETINGS.

Any action required to be taken, or any action which may be taken, at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and shall be delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation. The use of the phrase “whole Board” herein refers to the total number of Directors which the Corporation would have if there were no vacancies.

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2. QUALIFICATIONS AND NUMBER.

A Director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of Directors constituting the whole board shall be at least one. Subject to the foregoing limitation, such number may be fixed from time to time by action of the stockholders or of the Board of Directors, or, if the number is not fixed, the number shall be three. The number of Directors may be increased or decreased by action of the stockholders or of the Board of Directors.

3. ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filling of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(b) FIRST MEETING. The first meeting of each newly elected Board may be held immediately after each annual meeting of the stockholders at the same place at which the meeting is held, and no notice of such meeting shall be necessary to call the meeting, provided a quorum shall be present. In the event such first meeting is not so held immediately after the annual meeting of the stockholders, it may be held at such time and place as shall be specified in the notice given as provided for special meetings of the Board of Directors, or at such time and place as shall be fixed by the consent in writing of all of the Directors.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(d) CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, or the President, or of a majority of the Directors.

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(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting; notice may be given by telephone or telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two hours after mailing by prepaid first class mail). The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board. Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of Directors held to fill vacancies and newly created Directorships in the Board.

(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other Director chosen by the Board, shall preside.

5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

6. COMMITTEES.

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. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers 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. In the absence or disqualification of any member of any such

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committee or committees, the members thereof present at any meeting and not disqualified from voting, whether or not 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.

7. ACTION IN WRITING.

Any action required or permitted to be taken at any meeting of the Board of Directors or 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.

ARTICLE III

OFFICERS

1. EXECUTIVE OFFICERS.

The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice Presidents (which may be denominated with additional descriptive titles), a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers and such other officers as it may determine. Any number of offices may be held by the same person.

2. TERM OF OFFICE: REMOVAL.

Unless otherwise provided in the resolution of election or appointment, each officer shall hold office until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer’s successor has been elected and qualified or until the earlier resignation or removal of such officer. The Board of Directors may remove any officer for cause or without cause.

3. AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-Laws, or, to the extent not so provided, by the Board of Directors.

4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

The Chairman of the Board of Directors, if present and acting, shall preside at all meetings of the Board of Directors, otherwise, the President, if present, shall preside, or if the President does not so preside, any other Director chosen by the Board shall preside.

5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

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6. VICE PRESIDENTS.

Any Vice President that may have been appointed, in the absence or disability of the President, shall perform the duties and exercise the powers of the President, in the order of their seniority, and shall perform such other duties as the Board of Directors shall prescribe.

7. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

8. THE TREASURER.

The Treasurer shall have the care and custody of the corporate funds, and other valuable effects, including 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. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board for the faithful performance of the duties of such office and for the restoration to the Corporation, in case of such person’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE IV

CORPORATE SEAL
AND
CORPORATE BOOKS

The corporate seal shall be in such form as the Board of Directors shall prescribe. The books of the Corporation may be kept within or without the State of Delaware, at such place or places as the Board of Directors may, from time to time, determine.

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VI

INDEMNITY

(a) Any person who was or is a party or 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 or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitee acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

(b) Any person 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 or she 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 (including employee benefit plans) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

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(d) The rights to indemnification and to advancement of expenses conferred in this article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Certificate of Incorporation, a By-Law of the Corporation, agreement, vote of stockholders or disinterested Directors or otherwise.

(e) The indemnification and advancement of expenses provided by this article shall continue as to a person who has ceased to be a Director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

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EX-3.17 12 c23051aexv3w17.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL WEIRTON INC. exv3w17

EXHIBIT - -3.17

CERTIFICATE OF INCORPORATION
OF
ISG WEIRTON INC.

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate, and does certify that:


FIRST:		The name of this corporation is ISG Weirton Inc.

SECOND:		Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The Registered Agent in charge thereof is The Corporation Trust Company.

THIRD:		The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law.

FOURTH:		The amount of the total authorized capital stock of the corporation is 1,000 shares, all of which are of a par value of $0.01 each and classified as common stock.

FIFTH:		The name and mailing address of the incorporator are as follows:

		Mr. Gordon Spelich
		International Steel Group Inc.
		3250 Interstate Drive, 2^nd Floor
		Richfield, OH 44286-9000

SIXTH:		When a compromise or arrangement is proposed between the corporation and its creditors or any class of them or between the corporation and its stockholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or stockholder thereof, or on application of a receiver appointed for the corporation pursuant to the provisions of Section 291 of Title 8 of the Delaware Code or on application of trustees in dissolution or of any receiver or receivers appointed for the corporation pursuant to provisions of Section 279 of Title 8 of the Delaware Code may order a meeting of the creditors or class of creditors or of the stockholders or class of stockholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the stockholders or class of stockholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise


		or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the stockholders or class of stockholders and also on the corporation.

SEVENTH:		The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Delaware General Corporation Law, as the same may be supplemented and amended.

EIGHTH:		The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions 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 of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or resolution adopted by the stockholders entitled to vote thereon after notice.

Dated on this 17th day of February 2004.


		By:		/s/ Gordon Spelich
		Name: Gordon Spelich, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG WEIRTON INC.

ISG Weirton Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA — Weirton Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31 day of May, 2006.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MITTAL STEEL USA — WEIRTON INC.

Mittal Steel USA — Weirton Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Weirton Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.

EX-3.18 13 c23051aexv3w18.htm BY-LAWS OF ARCELORMITTAL WEIRTON INC. exv3w18

EXHIBIT -3.18

ISG WEIRTON INC.

BY-LAWS
(a Delaware corporation)

ARTICLE I
OFFICES

Section 1. REGISTERED OFFICE.

The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES.

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
STOCKHOLDERS

Section 1. CERTIFICATES REPRESENTING STOCK.

(a) 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 Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation. If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature 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 such person were such officer, transfer agent or registrar at the date of issue.

(b) Whenever the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the Corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the Delaware General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

(c) The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require written notification of such loss signed by the stockholder or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against

any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

Section 3. STOCK TRANSFERS.

Section 4. RECORD DATE FOR STOCKHOLDERS.

Section 5. MEANING OF CERTAIN TERMS.

or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the Delaware General Corporation Law confers such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder, provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

Section 6. STOCKHOLDER MEETINGS.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

(d) NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date and hour of the meeting. The notice of an annual meeting shall state that the meeting is called for the election of Directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting), state such other action or actions as are known at the time of such notice. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. If any action is proposed to be taken which would, if taken, entitle stockholders to receive payment for their shares of stock, the notice shall include a statement of that purpose and to that effect. Except as otherwise provided by the Delaware General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at such person’s address as it appears on the records of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice before or after the

time stated therein. Attendance of a person at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders needs to be specified in any written waiver of notice.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting.

entering upon the discharge of such person’s duties, shall take and sign an oath faithfully to execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such other acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

(i) QUORUM. Except as the Delaware General Corporation Law or these By-Laws may otherwise provide, the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.

(j) VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these By-Laws, or, with respect to the issuance of preferred stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of Directors, a plurality of the votes present at the meeting shall elect. Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the Delaware General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power.

Voting by ballot shall not be required for corporate action except as otherwise provided by the Delaware General Corporation Law.

Section 7. STOCKHOLDER ACTION WITHOUT MEETINGS.

ARTICLE III
DIRECTORS

Section 1. FUNCTIONS AND DEFINITION.

Section 2. QUALIFICATIONS AND NUMBER.

Section 3. ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filing of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

Section 4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting; notice may be given by telephone or telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two hours after mailing by prepaid first class mail). The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a waiver notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board. Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the Delaware General Corporation Law, the act of the Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the Delaware General Corporation Law and these By-Laws which govern a meeting of Directors held to fill vacancies and newly created Directorships in the Board.

Section 5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

Section 6. COMMITTEES.

Section 7. ACTION IN WRITING.

Section 8. COMPENSATION OF DIRECTORS.

Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, the Board of Directors shall have the authority to fix the compensation of Directors. 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
OFFICERS

Section 1. EXECUTIVE OFFICERS.

Section 2. TERM OF OFFICE: REMOVAL.

resignation or removal of such officer. The Board of Directors may remove any officer for cause or without cause.

Section 3. AUTHORITY AND DUTIES.

Section 4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

Section 5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

Section 6. VICE PRESIDENTS.

Section 7. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present, another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

Section 8. THE TREASURER.

books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE V
CORPORATE SEAL
AND CORPORATE BOOKS

ARTICLE VI
FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII
INDEMNITY

(a) Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigate (other than an action by or in the right of the Corporation) by reason of the fact that he or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

ARTICLE VIII
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 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.

ARTICLE IX
AMENDMENTS

Board of Directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal By-Laws.

EX-3.19 14 c23051aexv3w19.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL HENNEPIN INC. exv3w19

EXHIBIT - -3.19

CERTIFICATE OF INCORPORATION

ISG HENNEPIN INC.

FIRST: The name of this Corporation (hereinafter called the “Corporation”) is ISG Hennepin Inc.

FIFTH: The name and mailing address of the incorporator are as follows: James A. Nash, c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.

SIXTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders, of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to

which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

Executed at New York, New York on March 21, 2002.



	/s/ James A. Nash
	James A. Nash, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG HENNEPIN INC.

ISG Hennepin Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Hennepin Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions on Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


ISG HENNEPIN INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.20 15 c23051aexv3w20.htm BY-LAWS OF ARCELORMITTAL HENNEPIN INC. exv3w20

EXHIBIT - -3.20

BY-LAWS

ISG HENNEPIN INC.

(A Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK.

2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

3. STOCK TRANSFERS.

4. RECORD DATE FOR STOCKHOLDERS.

5. MEANING OF CERTAIN TERMS.

-2-

6. STOCKHOLDER MEETINGS.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

-3-

-4-

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

7. STOCKHOLDER ACTION WITHOUT MEETINGS.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION.

-5-

2. QUALIFICATIONS AND NUMBER.

3. ELECTION AND TERM.

4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

-6-

5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

6. COMMITTEES.

-7-

7. ACTION IN WRITING.

ARTICLE III

OFFICERS

1. EXECUTIVE OFFICERS.

2. TERM OF OFFICE: REMOVAL.

3. AUTHORITY AND DUTIES.

4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

-8-

6. VICE PRESIDENTS.

7. THE SECRETARY.

8. THE TREASURER.

ARTICLE IV

CORPORATE SEAL
AND
CORPORATE BOOKS

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

-9-

ARTICLE VI

INDEMNITY

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

-10-

-11-

EX-3.21 16 c23051aexv3w21.htm CERTIFICATE OF FORMATION OF ARCELORMITTAL INDIANA HARBOR LLC exv3w21

EXHIBIT 3.21

CERTIFICATE OF FORMATION

ARCELORMITTAL INDIANA HARBOR LLC

1.) The name of the limited liability company (the “LLC”) is:

ArcelorMittal Indiana Harbor LLC

2.) The address of the registered office of the LLC in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the LLC at such address is The Corporation Trust Company.

3.) This Certificate of Formation shall be effective as of 11:59 p.m., Eastern Standard Time, on December 31, 2007, upon the conversion of ArcelorMittal Indiana Harbor Inc. to the LLC effected pursuant to Section 18-214 of the Delaware Limited Liability Company Act, as amended, and Section 266 of the Delaware General Corporation Law, as amended.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of the LLC this 28th day of December, 2007.



By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Authorized Person

CERTIFICATE OF CONVERSION

ARCELORMITTAL INDIANA HARBOR INC.
(a Delaware corporation)

ARCELORMITTAL INDIANA HARBOR LLC
(a Delaware limited liability company)

Pursuant to Section 18-214 of the Delaware Limited Liability Company Act, as amended, the undersigned does hereby certify the following with respect to the conversion of ArcelorMittal Indiana Harbor Inc., a Delaware corporation (the “Other Entity”), to ArcelorMittal Indiana Harbor LLC, a Delaware limited liability company (the “Company”):

1.) The Other Entity was formed as a Delaware corporation under the name ISG Indiana Harbor Inc. on March 21, 2002 pursuant to the terms and provisions of the Delaware General Corporation Law, as amended.

2.) The name of the Other Entity immediately prior to the filing of this Certificate of Conversion to limited liability company is:

ArcelorMittal Indiana Harbor Inc.

3.) The name of the limited liability company to which the Other Entity shall be converted, as set forth in the Certificate of Formation of the Company being filed contemporaneously herewith, shall be:

ArcelorMittal Indiana Harbor LLC

4.) The conversion of the Other Entity to the Company has been approved by the board of directors and the sole stockholder of the Other Entity in accordance with the provisions of Section 266 of the Delaware General Corporation Law, as amended.

5.) The conversion of the Other Entity to the Company shall be effective as of 11:59 p.m., Eastern Standard Time, on December 31, 2007.

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Conversion to be duly executed the 28th day of December, 2007.


ARCELORMITTAL INDIANA HARBOR INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Authorized Person

EX-3.22 17 c23051aexv3w22.htm LIMITED LIABILITY COMPANY AGREEMENT exv3w22

EXHIBIT- 3.22

LIMITED LIABILITY COMPANY AGREEMENT
OF

ARCELORMITTAL INDIANA HARBOR LLC

This Limited Liability Company Agreement (this “Agreement”) of ArcelorMittal Indiana Harbor LLC, a Delaware limited liability company (the “Company”), is entered into by ArcelorMittal USA Inc., a Delaware corporation, as the member of the Company (herein, such Member, and any other member subsequently added pursuant to Section 12 hereof is individually referred to as a “Member” and collectively the “Members”).

The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the “Act”). The rights and duties of the Members shall be as provided in the Act, except as modified in this Agreement. The Member hereby agrees as follows:


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


				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


		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.


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.


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.

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the 31st day of December, 2007.


ARCELORMITTAL USA INC.
By:	/s/ Michael G. Rippey
	Name:	Michael G. Rippey
	Title:	President

SCHEDULE A


Member Name, Address		Membership Interest
ArcelorMittal USA Inc.		100%
One South Dearborn Street, 19th Floor
Chicago, Illinois 60603

EX-3.23 18 c23051aexv3w23.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL WARREN INC. exv3w23

EXHIBIT -3.23

CERTIFICATE OF INCORPORATION

ISG WARREN INC.

FIRST: The name of this Corporation (hereinafter called the “Corporation”) is ISG Warren Inc.

FIFTH: The name and mailing address of the incorporator are as follows: James A. Nash, c/o Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038.

Executed at New York, New York on March 21, 2002.


		/s/ James A. Nash
		James A. Nash, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG WARREN INC.

ISG Warren Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA — Warren Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31 day of May, 2006.


ISG WARREN INC.
By:	/s/ Mark R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MITTAL STEEL USA — WARREN INC.

Mittal Steel USA — Warren Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Warren Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


MITTAL STEEL USA — WARREN, INC.
By:	/s/ Marc Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.24 19 c23051aexv3w24.htm BY-LAWS OF ARCELORMITTAL WARREN INC. exv3w24

EXHIBIT -3.24

BY-LAWS

ISG WARREN INC.

(A Delaware corporation)

ARTICLE I

STOCKHOLDERS

1. CERTIFICATES REPRESENTING STOCK.

2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

3. STOCK TRANSFERS.

4. RECORD DATE FOR STOCKHOLDERS.

5. MEANING OF CERTAIN TERMS.

6. STOCKHOLDER MEETINGS.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

7. STOCKHOLDER ACTION WITHOUT MEETINGS.

ARTICLE II

DIRECTORS

1. FUNCTIONS AND DEFINITION.

2. QUALIFICATIONS AND NUMBER.

3. ELECTION AND TERM.

4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

6. COMMITTEES.

7. ACTION IN WRITING.

ARTICLE III

OFFICERS

1. EXECUTIVE OFFICERS.

2. TERM OF OFFICE: REMOVAL.

3. AUTHORITY AND DUTIES.

4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

6. VICE PRESIDENTS.

7. THE SECRETARY.

8. THE TREASURER.

ARTICLE IV

CORPORATE SEAL
AND
CORPORATE BOOKS

ARTICLE V

FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VI

INDEMNITY

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

EX-3.25 20 c23051aexv3w25.htm CERTIFICATE OF INCORPORATION OF ARCELORMITTAL RIVERDALE INC. exv3w25

EXHIBIT -3.25

CERTIFICATE OF INCORPORATION

ISG RIVERDALE INC.

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate, and does certify that:


		FIRST:		The name of this corporation is ISG Riverdale Inc.

		SECOND:		Its Registered Office in the State of Delaware is to be located at 2711 Centerville Road, City of Wilmington, County of New Castle 19808. The Registered Agent in charge thereof is Corporation Service Company.

		THIRD:		The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

		FOURTH:		The amount of the total authorized capital stock of the corporation is 1,000, all of which are of a par value of $0.01 each and classified as Common Stock.

		FIFTH:		The name and mailing address of the incorporator are as follows:

				Mr. Bruce Pole
				International Steel Group Inc.
				P.O. Box 31360
				Independence, Ohio 44131


		SIXTH:		When a compromise or arrangement is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation pursuant to the provisions of Section 291 of Title 8 of the Delaware Code or on application of trustees in dissolution or of any receiver or receivers appointed for the corporation pursuant to provisions of Section 279 of Title 8 of the Delaware Code may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or


				arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

		SEVENTH:		The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Delaware General Corporation Law, as the same may be supplemented and amended.

		EIGHTH:		The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions 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 of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or resolution adopted by the shareholders entitled to vote thereon after notice.

Dated on this 10^th day of September, 2002.



	/s/ Bruce Pole
	Bruce Pole, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG RIVERDALE INC.

ISG Riverdale Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA — Riverdale Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31^st day of May, 2006.


ISG RIVERDALE INC.
By:	/s/ Mark R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
MITTAL STEEL USA — RIVERDALE INC.

Mittal Steel USA — Riverdale Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

ArcelorMittal Riverdale Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


MITTAL STEEL USA — RIVERDALE INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.26 21 c23051aexv3w26.htm BY-LAWS OF ARCELORMITTAL RIVERDALE INC. exv3w26

EXHIBIT -3.26

ISG RIVERDALE INC.

BY-LAWS
(a Delaware corporation)

ARTICLE I
OFFICES

Section 1. REGISTERED OFFICE.

The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES.

ARTICLE II
STOCKHOLDERS

Section 1. CERTIFICATES REPRESENTING STOCK.

(a) 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 Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation. If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature 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 such person were such officer, transfer agent or registrar at the date of issue.

(c) The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require written notification of such loss signed by the shareholder or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against

any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

Section 3. STOCK TRANSFERS.

Section 4. RECORD DATE FOR STOCKHOLDERS.

Section 5. MEANING OF CERTAIN TERMS.

or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confer such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder, provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

Section 6. STOCKHOLDER MEETINGS.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need to be specified in any written waiver of notice.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting.

execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such other acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

Section 7. STOCKHOLDER ACTION WITHOUT MEETINGS.

ARTICLE III
DIRECTORS

Section 1. FUNCTIONS AND DEFINITION.

Section 2. QUALIFICATIONS AND NUMBER.

Section 3. ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filing of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

Section 4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting; notice may be given by telephone or telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two hours after mailing by prepaid first class mail). The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a waiver notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

Section 6. COMMITTEES.

Section 7. ACTION IN WRITING.

Section 8. COMPENSATION OF DIRECTORS

ARTICLE IV
OFFICERS

Section 1. EXECUTIVE OFFICERS.

Section 2. TERM OF OFFICE: REMOVAL.

resignation or removal of such officer. The Board of Directors may remove any officer for cause or without cause.

Section 3. AUTHORITY AND DUTIES.

Section 4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

Section 5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

Section 6. VICE PRESIDENTS.

Section 7. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present, another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

Section 8. THE TREASURER.

books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE V
CORPORATE SEAL
AND CORPORATE BOOKS

ARTICLE VI
FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII
INDEMNITY

(a) Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigate (other than an action by or in the right of the Corporation) by reason of the fact that he or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she 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 person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court in which such suit or action was brought, shall determine, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

ARTICLE VIII
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 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.

ARTICLE IX
AMENDMENTS

EX-3.27 22 c23051aexv3w27.htm CERTIFICATE OF INCORPORATION OF MITTAL STEEL USA - VENTURE INC. exv3w27

EXHIBIT - -3.27

CERTIFICATE OF INCORPORATION

ISG VENTURE INC.

The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file and record this Certificate, and does certify that:

FIRST: The name of this corporation is ISG Venture Inc.

SECOND: Its Registered Office in the State of Delaware is to be located at 2711 Centerville Road, Ste. 400; Wilmington, County of New Castle, 19808. The name of the Registered Agent is Corporation Service Company.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

FOURTH: The amount of the total authorized capital stock of the corporation is 1,000, all of which are of a par value of $0.01 each and classified as Common Stock.

FIFTH: The name and mailing address of the incorporator are as follows:

Mr. Bruce Pole
International Steel Group
3250 Interstate Drive, 2^nd Floor
Richfield, OH 44286-9000

SIXTH: When a compromise or arrangement is proposed between the corporation and its creditors or any class of them or between the corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of the corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation pursuant to the provisions of Section 291 of Title 8 of the Delaware Code or on application of trustees in dissolution or of any receiver or receivers appointed for the corporation pursuant to provisions of Section 279 of Title 8 of the Delaware Code may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of the corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the corporation.

SEVENTH: The personal liability of all of the directors of the corporation is hereby eliminated to the fullest extent allowed as provided by the Delaware General Corporation Law, as the same may be supplemented and amended.

EIGHTH: The corporation shall, to the fullest extent legally permissible under the provisions of the Delaware General Corporation Law, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by him in connection with any action, suit or other proceeding in which he may be involved or with which he may be threatened, or other matters referred to in or covered by said provisions 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 of the corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement or resolution adopted by the shareholders entitled to vote thereon after notice.

Dated on this 3^rd day of April, 2003.


		/s/ Bruce Pole Bruce Pole, Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ISG VENTURE INC.

ISG Venture Inc. (the “Corporation”), a corporation organized and existing under and by virtue of The General Corporation Law of the State of Delaware, as amended (the “DGCL”), DOES HEREBY CERTIFY:

RESOLVED, that the Corporation’s Certificate of Incorporation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Corporation is:

Mittal Steel USA -Venture Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 31^st day of May, 2006.


ISG VENTURE INC.
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.28 23 c23051aexv3w28.htm BY-LAWS OF MITTAL STEEL USA - VENTURE INC. exv3w28

EXHIBIT - -3.28

ISG VENTURE INC.

BYLAWS
(a Delaware corporation)

ARTICLE I
OFFICES

Section 1. REGISTERED OFFICE.

The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. OTHER OFFICES.

ARTICLE II
STOCKHOLDERS

Section 1. CERTIFICATES REPRESENTING STOCK.

(a) 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 Chairman or Vice Chairman of the Board of Directors, if any, or by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation representing the number of shares owned by such person in the Corporation. If such certificate is countersigned by a transfer agent other than the Corporation or its employee or by a registrar other than the Corporation or its employee, any other signature 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 such person were such officer, transfer agent or registrar at the date of issue.

(c) The Corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require written notification of such loss signed by the shareholder or such person’s legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against

any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 2. FRACTIONAL SHARE INTERESTS.

The Corporation may, but shall not be required to, issue fractions of a share.

Section 3. STOCK TRANSFERS.

Section 4. RECORD DATE FOR STOCKHOLDERS.

Section 5. MEANING OF CERTAIN TERMS.

or holders of record of outstanding shares of stock when the Corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the Certificate of Incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confer such rights notwithstanding that the Certificate of Incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the Certificate of Incorporation, including any preferred stock which is denied voting rights under the provisions of the resolution or resolutions adopted by the Board of Directors with respect to the issuance thereof.

Section 6. STOCKHOLDER MEETINGS.

(c) CALL. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

(f) CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President, a Vice President, a chairman for the meeting chosen by the Board of Directors or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation or, in such person’s absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the chairman for the meeting shall appoint a secretary of the meeting.

execute the duties of inspector or judge at such meeting with strict impartiality and according to the best of his ability. The inspectors or judges, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum and the validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such other acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors or judge or judges, if any, shall make a report in writing of any challenge, question or matter determined by such person or persons and execute a certificate of any fact so found.

(i) QUORUM. Except as the General Corporation Law or these Bylaws may otherwise provide, the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

(j) VOTING. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and of these Bylaws, or, with respect to the issuance of preferred stock, in accordance with the terms of a resolution or resolutions of the Board of Directors, shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder. In the election of Directors, a plurality of the votes present at the meeting shall elect. Any other action shall be authorized by a majority of the votes cast except where the Certificate of Incorporation or the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power.

Voting by ballot shall not be required for corporate action except as otherwise provided by the General Corporation Law.

Section 7. STOCKHOLDER ACTION WITHOUT MEETINGS.

ARTICLE III
DIRECTORS

Section 1. FUNCTIONS AND DEFINITION.

Section 2. QUALIFICATIONS AND NUMBER.

Section 3. ELECTION AND TERM.

The first Board of Directors, unless the members thereof shall have been named in the Certificate of Incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. Any Director may resign at any time upon written notice to the Corporation. Thereafter, Directors who are elected at an annual meeting of stockholders, and Directors who are elected in the interim to fill vacancies and newly created Directorships, shall hold office until the next annual meeting of stockholders and until their successors have been elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of Directors and/or for the removal of one or more Directors and for the filing of any vacancies in the Board of Directors, including vacancies resulting from the removal of Directors for cause or without cause, any vacancy in the Board of Directors may be filled by the vote of a majority of the remaining Directors then in office, although less than a quorum, or by the sole remaining Director.

Section 4. MEETINGS.

(a) TIME. Regular meetings shall be held at such time as the Board shall fix. Special meetings may be called upon notice.

(c) PLACE. Meetings, both regular and special, shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

(d) CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice Chairman of the Board, if any, or the President, or of a majority of the Directors.

(e) NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral or any other mode of notice of the time and place shall be given for special meetings at least twenty-four hours prior to the meeting; notice may be given by telephone or telefax (in which case it is effective when given) or by mail (in which case it is effective seventy-two hours after mailing by prepaid first class mail). The notice of any meeting need not specify the purpose of the meeting. Any requirement of furnishing a notice shall be waived by any Director who signs a written waiver of such notice before or after the time stated therein. Attendance of a Director at a meeting of the Board shall constitute a waiver notice of such meeting, except when the Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f) QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the Directors in office shall constitute a quorum, provided that such majority shall constitute at least one-third (1/3) of the whole Board. Any Director may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and such participation in a meeting of the Board shall constitute presence in person at such meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the act of the Board shall be the act by vote of a majority of the Directors present at a meeting, a quorum being present. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these Bylaws which govern a meeting of Directors held to fill vacancies and newly created Directorships in the Board.

(g) CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other Director chosen by the Board, shall preside.

Section 5. REMOVAL OF DIRECTORS.

Any or all of the Directors may be removed for cause or without cause by the stockholders.

Section 6. COMMITTEES.

Section 7. ACTION IN WRITING.

Section 8. COMPENSATION OF DIRECTORS

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of Directors. 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
OFFICERS

Section 1. EXECUTIVE OFFICERS.

Section 2. TERM OF OFFICE: REMOVAL.

resignation or removal of such officer. The Board of Directors may remove any officer for cause or without cause.

Section 3. AUTHORITY AND DUTIES.

All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws, or, to the extent not so provided, by the Board of Directors.

Section 4. THE CHAIRMAN OF THE BOARD OF DIRECTORS.

Section 5. THE PRESIDENT.

The President shall be the chief executive officer of the Corporation.

Section 6. VICE PRESIDENTS.

Section 7. THE SECRETARY.

The Secretary shall keep in safe custody the seal of the Corporation and affix it to any instrument when authorized by the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary (or in such officer’s absence, an Assistant Secretary, but if neither is present, another person selected by the Chairman for the meeting) shall have the duty to record the proceedings of the meetings of the stockholders and Directors in a book to be kept for that purpose.

Section 8. THE TREASURER.

books, papers, vouchers, money and other property of whatever kind in such person’s possession or under such person’s control belonging to the Corporation.

ARTICLE V
CORPORATE SEAL
AND CORPORATE BOOKS

ARTICLE VI
FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE VII
INDEMNITY

(a) Any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigate (other than an action by or in the right of the Corporation) by reason of the fact that he or she 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 (including employee benefit plans) (hereinafter an “indemnitee”), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification than permitted prior thereto), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection with such action, suit or proceeding, if the indemnitees acted in good faith and in a manner he or she 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 believe such conduct was unlawful. The termination of the proceeding, whether 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 or she 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 such conduct was unlawful.

(c) All reasonable expenses incurred by or on behalf of the indemnitee in connection with any suit, action or proceeding, may be advanced to the indemnitee by the Corporation.

ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS

ARTICLE IX
AMENDMENTS

notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

EX-3.29 24 c23051aexv3w29.htm CERTIFICATE OF FORMATION OF ARCELORMITTAL PLATE LLC exv3w29

EXHIBIT - -3.29

CERTIFICATE OF FORMATION

ISG PLATE LLC

This Certificate of Formation of ISG Plate LLC, a Delaware limited liability company, has been duly executed and is being duly filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. Laws § 18-101, et. seq.).

FIRST: The name of the limited liability company is ISG Plate LLC (the “Company”).

SECOND: The address of the Company’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle 19801.

THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle 19801.

FOURTH: The formation shall be effective as of January 1, 2004.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation on December 23, 2003.



	By:	/s/ Gordon Spelich
		Gordon Spelich, Authorized Person

CONSENT TO USE OF NAME

December 23, 2003

ISG Plate Inc., a Delaware corporation, hereby consents to the formation of ISG Plate LLC, a Delaware limited liability company.


ISG PLATE INC.
By:	/s/ Gordon Spelich
	Name:	Gordon Spelich
	Title:	Vice President

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF FORMATION
OF
ISG PLATE LLC

ISG Plate LLC (the “Company”), a corporation organized and existing under and by virtue of The Delaware Limited Liability Act, as amended, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Company, by the unanimous written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Formation of the Company.

RESOLVED, that the Company’s Certificate of Formation be amended so that Article FIRST thereof shall read in its entirety as follows:

FIRST: The name of the Company is:

ArcelorMittal Plate LLC

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given its written consent to said amendment in accordance with the provisions of the Delaware Limited Liability Act.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of the Delaware Limited Liability Act.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 17 day of September, 2007.


ISG PLATE LLC
By:	/s/ Marc R. Jeske
	Name:	Marc R. Jeske
	Title:	Assistant Secretary

EX-3.30 25 c23051aexv3w30.htm LIMITED LIABILITY COMPANY OPERATING AGREEMENT exv3w30

EXHIBIT - -3.30

THE MEMBERSHIP INTERESTS DESCRIBED IN THIS DOCUMENT ARE SUBJECT TO RESTRICTIONS ON ASSIGNMENT AND TRANSFER SET FORTH HEREIN. THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL REGISTERED OR UNTIL THE BOARD OF MANAGERS HAS RECEIVED AN OPINION OF LEGAL COUNSEL, OR OTHER ASSURANCES SATISFACTORY TO THAT BOARD, THAT AN INTEREST MAY LEGALLY BE SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION.

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ISG PLATE LLC

dated

January 14, 2004

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
ISG PLATE LLC

TABLE OF CONTENTS


			Page
ARTICLE 1. ORGANIZATIONAL MATTERS				1
	1.1	Formation of the Company; Term		1
	1.2	Name		1
	1.3	Purpose of the Company; Business		1
	1.4	Principal Place of Business, Office and Agent		1
	1.5	Fictitious Business Name Statement; Other Certificates		1
	1.6	Original Member and Admission of Additional Members		2

ARTICLE 2. DEFINITIONS				2

ARTICLE 3. CAPITALIZATION; MEMBER INTERESTS; DISTRIBUTIONS				3
	3.1	Capital		3
	3.2	Member Interests; Security Interest		3
	3.3	Withdrawal		4
	3.4	Corporate Status		4
	3.5	Limitations on Distributions		4
	3.6	Other Distributions		4
	3.7	Loan Agreement Limitations		4
	3.8	Certification of Interest		4

ARTICLE 4. MANAGEMENT				4
	4.1	Board of Managers		4
	4.2	Authority of the Board of Managers		5
	4.3	Powers of the Board of Managers		5
	4.4	Notice of Board Meetings		7
	4.5	Location of Board Meetings		7
	4.6	Waiver of Notice of Meeting		7
	4.7	Required Vote		7
	4.8	Voting; Proxies		7
	4.9	Written Actions of the Board		8

TABLE OF CONTENTS
(continued)


			Page
	4.10	Officers of the Company		8
	4.11	Duties of the Officers		8
	4.12	Standard of Care		9

ARTICLE 5. POWERS AND DUTIES OF AND LIMITATIONS ON THE MEMBERS				10
	5.1	Rights of the Members		10
	5.2	Limitations on the Rights of the Members		10
	5.3	Limited Liability of the Members		11

ARTICLE 6. GENERAL PROVISIONS				11
	6.1	Transfer Restriction		11
	6.2	No Dissolution		11
	6.3	No Withdrawal		11
	6.4	Amendments		11
	6.5	Further Assurances		11
	6.6	Notices		11
	6.7	Waiver		12
	6.8	Whole Agreement		12
	6.9	Governing Law		12
	6.10	Binding Nature		12
	6.11	Invalidity		12
	6.12	Counterparts		12
	6.13	Construction		12

- ii -

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ISG PLATE LLC

THIS is the Amended and Restated Limited Liability Company Agreement (the “Agreement”) dated as of January 14, 2004, made by ISG Acquisition Inc., a Delaware corporation (the “Member”), the sole and original member of ISG Plate LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

In consideration of the mutual covenants and subject to the terms and conditions of this Agreement, the Company and the Member do hereby agree:

ARTICLE 1. ORGANIZATIONAL MATTERS

1.1 Formation of the Company; Term. The Company is a limited liability company under the Act, formed by the execution and filing with the Secretary of State of Delaware of the Certificate of Formation of the Company. Unless sooner dissolved under the Act, the Company is to continue in perpetuity.

1.2 Name. The name of the Company is: “ISG Plate LLC”.

1.3 Purpose of the Company; Business. The purpose of the Company is to: (i) carry on any business permitted by the Act and (ii) perform all things necessary or incidental to or connected with or growing out of those activities in accordance with this Agreement.

1.4 Principal Place of Business, Office and Agent. The Company’s principal place of business, which is also the mailing address and office where the records described in Section 4.11(b) are kept, is 3250 Interstate Drive, 2nd Floor, Richfield, Ohio 44286-9000. The registered office of the Company in the State of Delaware is the office of the registered agent of the Company in Delaware. The registered agent of the Company in Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board of Managers, from time to time as it finds necessary or appropriate, may change the registered agent in Delaware or the principal place of business of the Company, and may establish additional places of business or offices for maintenance of records. The Board of Managers or the Officers shall amend this Section 1.4 (without the need for any action by any Member) to reflect each change in the identity or address of the registered agent in Delaware.

1.5 Fictitious Business Name Statement; Other Certificates. The Officers will, from time to time, register the Company as a foreign limited liability company and file fictitious or trade name statements or certificates in those jurisdictions and offices as the Officers or the Board of Managers considers necessary or appropriate. The Company may do business under any fictitious business names selected by the Board of Managers. The Officers will, from time to time, file or cause to be filed certificates of amendment, certificates of cancellation or

other certificates as the Board of Managers reasonably considers necessary or appropriate under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

1.6 Original Member and Admission of Additional Members. The original Member has the right to admit additional Members. Until the admission of an additional Member, the original Member has all the power and authority of the Members under this Agreement.

ARTICLE 2. DEFINITIONS

When capitalized in this Agreement, the terms and phrases set forth in this Article have the following definitions:

“Act” means the Delaware Limited Liability Company Act, as amended from time to time. Any reference to the Act automatically includes a reference to any subsequent or successor limited liability company law of Delaware.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with the specified Person. A Person controls another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the “controlled” Person, whether through ownership of voting securities, by contract or otherwise. Affiliate also includes any Person who is related by blood or marriage to the Person in question.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as amended from time to time.

“Bankruptcy” means, with respect to any Person, that Person’s filing a petition or otherwise voluntarily commencing a case or proceeding, or filing an answer not denying the material allegations of a complaint in any proceeding seeking relief under any federal or state bankruptcy, insolvency or debtors’ reorganization law; being the voluntary or involuntary subject of an order for relief by any court under any such law; or being adjudicated a “bankrupt,” “debtor” or “insolvent” under any such law; or there being appointed under any such law a “trustee,” “receiver” or “custodian” to manage his, her or its business or properties; or there being commenced under any such law a case or proceeding proposing such an order for relief, adjudication or appointment with respect to that Person or its business, which proceeding is consented to by that Person or which is not dismissed within 90 days after being commenced.

“Board” or “Board of Managers” means the Board of Managers created under Section 4.1.

“Code” means the Internal Revenue Code of 1986, as amended. References to specific sections of the Code include references to corresponding provisions of any succeeding internal revenue law of the United States of America.

“Company” means ISG Plate LLC.

“Fiscal Year” means the fiscal year ending on December 31.

“Interest” means a Member’s equity interest in the Company, measured in Shares, including any and all benefits to which a Member may be entitled under this Agreement and the obligations of a Member under this Agreement.

“Majority Vote” means the vote of the Members holding more than a 50 percent Share.

“Member” means Persons (other than the Company) executing this Agreement and their successors in interest, and other Persons who are admitted as Members. Reference to a “Member” means any one of the Members so long as that Person holds an interest and any Member that was or is its predecessor or successor in interest.

“Officers” means the officers of the Company appointed and acting, from time to time, under Section 4.10.

“Person” means and includes any natural person and any corporation, firm, partnership, trust, estate, limited liability company or other entity resulting from any form of association.

“Share” means a percentage of equity interest in the Company. The original member holds a 100% Share, and will continue to do so until such time, if ever, as another Member is admitted, at which time the Members shall agree to their respective Shares.

“Transfer” means any sale, assignment, pledge, hypothecation, encumbrance, disposition, transfer (including, without limitation, a transfer by will or intestate distribution), gift or attempt to create or grant a security interest in any Interest or interest therein or portion thereof, whether voluntary or involuntary, by operation of law or otherwise.

ARTICLE 3. CAPITALIZATION; MEMBER INTERESTS; DISTRIBUTIONS

3.1 Capital. The Members may, but shall have no obligation to, make additional capital contributions to the Company. The Company is to finance its operations independently of the Members and without the Members’ financial support. No Member will be paid interest on capital contributions to the Company.

3.2 Member Interests As Securities; Security Interest. Each Member’s Interest, and the relative rights, privileges, preferences and obligations with respect to the Member’s Interest shall be determined under this Agreement and the Act based upon the number of Shares held by the Member with respect to the Member’s Interest. For purposes of providing for transfer of, perfection of a security interest in, and other relevant matters related to, a Member’s Interest in the Company, each Interest shall be deemed to be a “security” governed by Article 8, (including, without limitation, Sections 8-102 and 8-103) of the Uniform Commercial Code in effect in the States of New York and Delaware and Chapter 8 or Article 8, as applicable, of the Uniform Commercial Code in effect in any other relevant jurisdiction.

3.3 Withdrawal. No Member is entitled to withdraw any portion of its paid-in capital contribution, and no Member has any right to a return of capital except through distributions as provided in Section 3.6.

3.4 Corporate Status. The Company shall take such actions as may be necessary to be disregarded for purposes of federal income taxation.

3.5 Limitations on Distributions. The Company will not make any distribution of cash, except to the extent that the Company then has cash available in excess in the sum of (a) amounts required to pay or make provision for all Company expenses, plus (b) all reserves that are considered necessary or appropriate by the Board of Managers. To the extent that the Board of Managers reasonably foresees that the Company will receive cash or other consideration to satisfy liabilities not yet due and payable, the Company is not required to establish reserves or make other provision to satisfy such liabilities prior to making distributions under Section 3.6. Distributions of cash are only to be made to the extent cash is available to the Company without requiring (i) the sale of Company assets or the pledge of Company assets at a time or on terms that the Board of Managers believes are not in the best interests of the Company or (ii) a reduction in reserves that the Board of Managers believes are necessary or desirable for working capital or other Company purposes.

3.6 Other Distributions. Subject to Section 3.5, prior to the commencement of liquidation and winding-up, the Board of Managers may, in its sole discretion, direct the Treasurer to make distributions of cash to the Members in proportion to their Interests. Each Member is a creditor of the Company with respect to any distributions made under this Section 3.6 and is entitled to all remedies available to a third-party creditor to enforce the Company’s obligation to make distributions under this Section 3.6.

3.7 Loan Agreement Limitations. Anything in this Agreement to the contrary notwithstanding, the Company is not to make any distribution of cash or other property to any Member if the distribution would violate any loan or credit agreement to which the Company is a party or by which it is bound.

3.8 Certification of Interest. The Interest shall be evidenced by a certificate (the “Interest Certificate”) provided by the Company to the Member substantially in the form attached hereto as Exhibit A.

ARTICLE 4. MANAGEMENT

4.1 Board of Managers.

(a) The Company has a Board of Managers initially composed of three Managers. The initial Managers are Rodney Mott, V. John Goodwin and Leonard M. Anthony. The Members may, from time to time, by Majority Vote, elect additional Managers to serve on the Board.

(b) Each Manager is to serve until the earlier of his or her death, resignation or removal. A Manager may be removed at any time by a Majority Vote of the Members. Any Manager may resign at any time by delivering his or her written resignation to the Members.

(c) Managers who are not employed by the Company, by a Member or by an Affiliate of a Member are to be reimbursed for all reasonable expenses incurred in connection with attending meetings of the Board and are to receive the fees, if any, that are approved from time to time by the Board.

4.2 Authority of the Board of Managers.

(a) Except as specifically reserved to the Members in this Agreement, the Board of Managers has all power and authority to manage, and direct the management of, the business and affairs of the Company in the ordinary course of its business. Except to the extent limited by Section 4.2(c) and Section 5.1(a), approval by or action taken by the Board of Managers in accordance with this Agreement is the approval or action of the Company and is binding on each Member.

(b) The Board of Managers may delegate to the Officers, other employees and agents of the Company the authority to conduct the business of the Company in the ordinary course, in accordance with this Agreement and any policy of delegation which may be adopted and revised from time to time by the Board of Managers. Any power not delegated by the Board of Managers remains with the Board of Managers.

(c) Any extraordinary transaction involving the Company or its business, including, without limitation, those identified in Section 5.1(a), must be approved by the Members.

4.3 Powers of the Board of Managers.

(a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to:

(1) approve the annual operating and capital budgets and strategic plans of the Company;

(2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company;

(3) authorize any commitment for a capital expenditure;

(4) approve any obligation of the Company for borrowed money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, letters of credit, guarantees and other instruments and evidences of indebtedness or of contingent liability and approve the granting of any security therefor;

(5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person;

(6) authorize any sale, lease, transfer or other disposition of any asset of the Company or any group of assets, except that Member approval is required under Section 5.1(a) for the disposition of all or substantially all of the assets of the Company;

(7) approve the acquisition of any business or a business division from any Person whether by asset purchase or stock purchase, except that Member approval is required under Section 5.1(a) for an acquisition that would change the purpose of the Company’s business, as set forth in Section 1.3;

(8) approve any purchase or lease of real property;

(9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member;

(10) authorize any distribution to Members;

(11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members;

(12) make any determination to indemnify any Person in connection with litigation occurring in the ordinary course of business if the Company is also a defendant but only so long as the individual being indemnified is also represented by the counsel that represents the Company;

(13) establish, amend or modify rules for the operation of the Board of Managers;

(14) approve any change of the location of the headquarters of the Company;

(15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information;

(16) open, conduct and close checking, savings, custodial and other accounts on behalf of the Company in such banks or other financial institutions as the Board of Managers may select from time to time;

(17) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs;

(18) purchase or bear the cost of any insurance covering the potential liabilities of the Company, Members, any Officer or employee of the Company and any other Person acting on behalf of the Company;

(19) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other

provisions of this Agreement the Company will not bear the expenses of any litigation brought against any Member or Manager acting in that capacity, any Officer or employee of the Company, or any other Person acting on behalf of the Company unless approved by the Members; and

(20) enter into, make and perform such contracts, agreements and other undertakings, to execute, acknowledge and deliver such instruments, and to do such other acts, as it considers necessary or advisable for, or as may be incidental to, the conduct of the business contemplated by this Section 4.3(a), including, without limitation, contracts, agreements, undertakings and transactions with any Member or Manager or with any other Person that is an Affiliate or that performs services for or has any business, financial, family or other relationship with any Member or Manager.

(b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.

4.4 Notice of Board Meetings. Regular meetings of the Board of Managers are to be held at such times and places as may be fixed by the Board of Managers. Special meetings of the Board may be called by the President or by any two members of the Board. Notice of the time and place of a special or regular meeting of the Board is effective if delivered to each member of the Board by hand, telecopy, telephone or e-mail at least 48 hours prior to the time of such special meeting. Notices of special meetings of the Board are to identify the purpose of the special meeting or the business to be transacted at the special meeting. The failure to specifically identify an action to be taken or business to be transacted does not invalidate any action taken or any business transacted at a special meeting.

4.5 Location of Board Meetings. Board meetings may be held at any location, within or without the United States. Members may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting is presence in person at the meeting.

4.6 Waiver of Notice of Meeting. Whenever notice of a Board meeting is required to be given, a written waiver of notice, signed by the Manager entitled to notice, whether before or after the time of the meeting, is equivalent to notice. A Manager’s attendance at a meeting is a waiver of notice of that meeting, except when the Manager attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

4.7 Required Vote. The vote of at least a majority of the Managers on the Board is approval by, or the authorization of, the Board. No Manager on the Board is disqualified from acting on any matter because the member is interested in the matter to be acted upon by the Board.

4.8 Voting; Proxies. Each Manager on the Board has one vote. A Manager has no power to authorize another person to vote on behalf of the Manager, whether by proxy or other power of attorney.

4.9 Written Actions of the Board. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a majority of Managers on the Board consents thereto in writing.

4.10 Officers of the Company.

(a) The Officers of the Company are:


President and Chief Executive Officer		Rodney Mott
Chief Operating Officer		John Goodwin
Chief Financial Officer, Vice President and Secretary		Leonard Anthony
Vice President and Assistant Secretary		Gordon Spelich
Vice President and Assistant Secretary		Brian Kurtz
Vice President and Assistant Secretary		Lonnie Arnett
Vice President and General Manager		William McKenzie

The Company may have such additional Officers as are appointed, from time to time, by the Board of Managers.

(b) Each Officer serves until the earlier of his or her death, resignation or removal. An Officer may be removed at any time by the Board of Managers. Any Officer may resign at any time by delivering his or her written resignation to the Member.

(c) The Officers of the Company will have such authority and perform such duties as are customarily incident to their respective offices in a corporation, or as may be specified from time to time by the Board or by the other provisions of this Agreement, regardless whether such authority and duties are customarily incident to such office.

4.11 Duties of the Officers. In addition to obligations imposed by other provisions of this Agreement, each Officer is to devote to the Company such time as is reasonably necessary and his or her best efforts to carry out the business of the Company and to accomplish its purposes. The Officers, on behalf of the Company and at the expense of the Company, are to:

(a) arrange for the preparation of all necessary informational federal income tax forms on behalf of the Company and for the preparation and filing of any and all state and local income and franchise tax returns required to be filed by the Company;

(b) maintain and preserve during the term of the Company and for five years thereafter, or for such longer time as is necessary to determine the cost basis of the Company assets, at the Company’s office designated pursuant to Section 1.4 (or, if the Company has been terminated, at the location designated by the Board of Managers in written notice to the Members), complete and accurate books of account in accordance with the provisions of this Agreement, a list of the names and addresses of each Member, copies of the Certificate of Formation, this Agreement, and copies of all financial statements and tax returns of the Company for the most recent five-year period during the term of the Company;

(c) execute, acknowledge and certify all documents and instruments and take or cause to be taken 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, (ii) to effectuate the provisions of this Agreement or (iii) to enable the Company to conduct its business;

(d) to the extent reasonably deemed necessary or appropriate by the Board of Managers, cause all persons dealing with the Company, the Board or any Officer, agent or employee of the Company acting on behalf of the Company, to be aware of the character of the Company as a limited liability company;

(e) conduct the affairs of the Company in compliance with the applicable laws and in the best interests of the Company and of the Members;

(f) not permit the use of Company funds or assets for other than the benefit of the Company and of the Members;

(g) hold all Company property in the Company name or, in the case of cash or cash equivalents, in one or more depository accounts as to which the Company is a beneficial owner; and

(h) use reasonable efforts not to cause the Company to incur debts or other liabilities or obligations beyond the Company’s ability to pay.

4.12 Standard of Care.

(a) Any Member and any Manager, Officer or employee of the Company in the performance of his, her or its duties, is entitled to rely in good faith on information, opinions, reports or other statements, including financial statements, books of account and other financial data, if prepared or presented by: (i) one or more Officers or employees of the Company if the person relying on the statements reasonably believes that the person preparing or presenting the material is reliable and competent in that matter or (ii) legal counsel, public accountants or other persons as to matters that the person relying on the statements reasonably believes are within the person’s professional or expert competence.

(b) Each Manager is to perform his, her or its duties as a Manager in good faith, in a manner he, she or it reasonably believes to be in or not opposed to the best interests of the Company, and with the care that an ordinarily prudent person in a similar position would use under similar circumstances.

(c) A Manager cannot be found to have violated Section 4.12(b) unless it is proved, by clear and convincing evidence, in an action brought against the Manager, that he, she or it has not met the standard of Section 4.12(b).

(d) A Manager is to be liable in damages for any action that he, she or it takes or fails to take as a Manager only if it is proved, by clear and convincing evidence, that his, her or its action or failure to act involved an act or omission undertaken with deliberate intent to

cause injury to the Company or undertaken with reckless disregard for the best interests of the Company.

ARTICLE 5. POWERS AND DUTIES OF AND
LIMITATIONS ON THE MEMBERS

5.1 Rights of the Members.

(a) The Company is not authorized to take any extraordinary action or to enter into an agreement for an extraordinary transaction without a Majority Vote of the Members. As used in this Agreement, “extraordinary action or transaction” includes, without limitation:

(i) any amendment to this Agreement (other than as expressly contemplated by Section 1.4);

(ii) any merger or consolidation in which the Company is a constituent entity;

(iii) the filing of a Bankruptcy petition by or on behalf of the Company;

(iv) the creation or issuance of new Interests, the redemption or repurchase of any Interest or the admission of a new Member (whether by purchase of new Interests or the Transfer of an outstanding Interest);

(v) a sale of all or substantially all the assets of the Company;

(vi) a sale or other disposition of assets or the purchase or other acquisition of assets that would substantially change the business of the Company;

(vii) granting indemnification of advancement of expenses to any Manager or Officer of the Company in connection with litigation other than suits in the ordinary course of business of the Company in which the Company is also named as a defendant;

(viii) the adoption, approval or termination of any individual or group employee retirement plan or any other welfare benefit plan or policy or any modifications thereto; and

(ix) the authorization of the creation of any subsidiaries or any other investment in, or the acquisition of stocks or bonds of, other Persons or any equity interest in any other Person.

(b) Each Member is also entitled to have such additional rights as are elsewhere provided in this Agreement or by mandatory requirements of applicable law.

sign for or bind the Company, compel a sale or appraisal of Company assets or sell or assign its Interest in the Company except as provided in this Agreement.

5.3 Limited Liability of the Members. Except for contributions specifically required under Section 3.1 or agreed to by a Member as contemplated by Section 3.1, no Member (solely in its capacity as a Member) has any obligation to contribute to the Company or any liability for any Company obligations. Any liability to return distributions made by the Company is limited to mandatory requirements of the Act or of any other applicable law.

ARTICLE 6. GENERAL PROVISIONS

6.1 Transfer Restriction. No Member may make a Transfer of all or part of its Interest or any interest therein, except as the Members may authorize under Section 5.1(a) and except through the delivery of an Interest Certificate. The Company is not to recognize any Transfer of an Interest in the Company otherwise than in accordance with the terms and provisions of this Agreement. A transfer of an Interest shall be effective only upon the delivery of an Interest Certificate.

6.2 No Dissolution. No event that would cause a dissolution under the Act causes a dissolution of the Company.

6.3 No Withdrawal. No Member has any right to withdraw from the Company. No event that would constitute withdrawal of a Member under the Act is a withdrawal under this Agreement or will cause a dissolution of the Company.

6.4 Amendments.

(a) Any amendment to this Agreement that would further limit a Member’s ability to hold or make a Transfer of that Member’s Interest, is effective with respect to a Member only if the Member does not act to disapprove the amendment by returning, within 30 days after the request is made, an executed counterpart of a proposed consent to the amendment, indicating disapproval of the action;

(b) Except as stated in Section 6.4(a), any amendment to this Agreement is effective if approved by a Majority Vote.

6.5 Further Assurances. Each Member is to execute all documents and instruments necessary to evidence his, her or its approval of all actions, including, without limitation, amendments to this Agreement, taken or authorized by the Members by Majority Vote or otherwise as provided in this Agreement.

6.6 Notices. All notices to the Company are to be sent registered or certified mail, return receipt requested, or by recognized overnight courier or facsimile addressed to the President of the Company at the Company’s principal place of business, with a copy to the Secretary of the Company at 3250 Interstate Drive, 2^nd Floor, Richfield, Ohio 44286-9000. All notices to a Member are to be sent addressed to such Member at the address as may be specified by the Member from time to time in a notice to the Company. All notices are effective the next

day, if sent by recognized overnight courier or facsimile, or five days after deposit in the United States mail, postage prepaid, properly addressed and return receipt requested.

6.7 Waiver. Each of the Members hereby irrevocably waives any and all rights, duties, obligations and benefits with respect to any action for partition of any Company assets or to compel any sale or appraisal of any Company assets or any deceased Member’s Interest therein. Further, all applicable rights, duties, benefits and obligations, including those relating to the appraisal, inventory or sale of Company assets or the sale of a deceased Member’s Interest therein, are hereby waived.

6.8 Whole Agreement. This Agreement together with any other agreements referenced herein contain the entire understanding between the parties and supersede any prior understanding and agreements between them respecting the within subject matter. There are no agreements, arrangements or understandings, oral or written, between or among the Members relating to the subject matter of this Agreement that are not set forth or expressly referred to in this Agreement.

6.9 Governing Law. This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware without giving effect to its rules concerning conflicts of laws.

6.10 Binding Nature. Except as otherwise provided in this Agreement, this Agreement is binding upon and inures to the benefit of the Members and their successors, personal representatives, heirs, devisees, guardians and assigns.

6.11 Invalidity. In the event that any provision of this Agreement is invalid, the validity of the remaining provisions of the Agreement are not in any way to be affected thereby.

6.12 Counterparts. This Agreement and any amendment to it may be executed in multiple counterparts, each of which is an original and all of which constitute one agreement or amendment, as the case may be, whether or not all of the parties are signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart is a signature to and may be appended to any other counterpart.

6.13 Construction. The headings contained in this Agreement are for reference purposes only and do not affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, include all other genders; the singular includes the plural and vice versa. “Includes” and “including” mean without limitation. Unless otherwise specifically stated, references to Sections or Articles refer to the Sections or Articles of this Agreement.

[Signatures on the Following Page]

The undersigned execute this Agreement as of the date first written above.


ISG ACQUISITION INC.
By:	/s/ Gordon Spelich
	Name:	Gordon Spelich
	Title:	Vice President

ISG PLATE LLC
By:	/s/ Gordon Spelich
	Name:	Gordon Spelich
	Title:	Vice President

EX-3.31 26 c23051aexv3w31.htm CERTIFICATE OF FORMATION OF ISG SPARROWS POINT LLC exv3w31

EXHIBIT - -3.31

CERTIFICATE OF FORMATION

ISG SPARROWS POINT LLC

This Certificate of Formation of ISG Sparrows Point LLC, a Delaware limited liability company, has been duly executed and is being duly filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. Laws § 18-101, et seq.).

FIRST: The name of the limited liability company is ISG Sparrows Point LLC (the “Company”).

SECOND: The address of the Company’s registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle 19801.

FOURTH: The formation shall be effective as of January 1, 2004.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation on December 23, 2003.



	By:	/s/ Gordon Spelich
		Gordon Spelich, Authorized Person

CONSENT TO USE OF NAME

December 23, 2003

ISG Sparrows Point Inc., a Delaware corporation, hereby consents to the formation of ISG Sparrows Point LLC, a Delaware limited liability company.


	ISG SPARROWS POINT INC.
	By:	/s/ Gordon Spelich
		Gordon Spelich, Authorized Person

EX-3.32 27 c23051aexv3w32.htm LIMITED LIABILITY COMPANY OPERATING AGREEMENT exv3w32

EXHIBIT - -3.32

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ISG SPARROWS POINT LLC

dated

January 14, 2004

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ISG SPARROWS POINT LLC

TABLE OF CONTENTS


		Page
ARTICLE 1.	ORGANIZATIONAL MATTERS		3
1.1	Formation of the Company; Term		3
1.2	Name		3
1.3	Purpose of the Company; Business		3
1.4	Principal Place of Business, Office and Agent		3
1.5	Fictitious Business Name Statement; Other Certificates		3
1.6	Original Member and Admission of Additional Members		4
ARTICLE 2.	DEFINITIONS		4
ARTICLE 3.	CAPITALIZATION; MEMBER INTERESTS; DISTRIBUTIONS		5
3.1	Capital		5
3.2	Member Interests; Security Interest		5
3.3	Withdrawal		6
3.4	Corporate Status		6
3.5	Limitations on Distributions		6
3.6	Other Distributions		6
3.7	Loan Agreement Limitations		6
3.8	Certification of Interest		6
ARTICLE 4.	MANAGEMENT		6
4.1	Board of Managers		6
4.2	Authority of the Board of Managers		7
4.3	Powers of the Board of Managers		7
4.4	Notice of Board Meetings		9
4.5	Location of Board Meetings		9
4.6	Waiver of Notice of Meeting		9
4.7	Required Vote		9
4.8	Voting; Proxies		9

-i-

TABLE OF CONTENTS

(continued)


		Page
4.9	Written Actions of the Board		10
4.10	Officers of the Company		10
4.11	Duties of the Officers		10
4.12	Standard of Care		11
ARTICLE 5.	POWERS AND DUTIES OF AND LIMITATIONS ON THE MEMBERS		12
5.1	Rights of the Members		12
5.2	Limitations on the Rights of the Members		12
5.3	Limited Liability of the Members		13
ARTICLE 6.	GENERAL PROVISIONS		13
6.1	Transfer Restriction		13
6.2	No Dissolution		13
6.3	No Withdrawal		13
6.4	Amendments		13
6.5	Further Assurances		13
6.6	Notices		13
6.7	Waiver		14
6.8	Whole Agreement		14
6.9	Governing Law		14
6.10	Binding Nature		14
6.11	Invalidity		14
6.12	Counterparts		14
6.13	Construction		14

-ii-

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

ISG SPARROWS POINT LLC

THIS is the Amended and Restated Limited Liability Company Agreement (the “Agreement”) dated as of January 14, 2004, made by ISG Acquisition Inc., a Delaware corporation (the “Member”), the sole and original member of ISG Sparrows Point LLC (the “Company”). Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross referenced in Article 2 of this Agreement.

In consideration of the mutual covenants and subject to the terms and conditions of this Agreement, the Company and the Member do hereby agree:

ARTICLE 1. ORGANIZATIONAL MATTERS

1.2 Name. The name of the Company is: “ISG Sparrows Point LLC”.

1.4 Principal Place of Business, Office and Agent. The Company’s principal place of business, which is also the mailing address and office where the records described in Section 4.11(b) are kept, is 3250 Interstate Drive, 2^ndFloor, Richfield, Ohio 44286-9000. The registered office of the Company in the State of Delaware is the office of the registered agent of the Company in Delaware. The registered agent of the Company in Delaware is The Corporation Trust Company, Corporate Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board of Managers, from time to time as it finds necessary or appropriate, may change the registered agent in Delaware or the principal place of business of the Company, and may establish additional places of business or offices for maintenance of records. The Board of Managers or the Officers shall amend this Section 1.4 (without the need for any action by any Member) to reflect each change in the identity or address of the registered agent in Delaware.

-3-

time to time, file or cause to be filed certificates of amendment, certificates of cancellation or other certificates as the Board of Managers reasonably considers necessary or appropriate under the Act or under the laws of any jurisdiction in which the Company is doing business to establish and continue the Company as a limited liability company or to protect the limited liability of the Members.

ARTICLE 2. DEFINITIONS

When capitalized in this Agreement, the terms and phrases set forth in this Article have the following definitions:

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as amended from time to time.

“Board” or “Board of Managers” means the Board of Managers created under Section 4.1.

“Company” means ISG Sparrows Point LLC.

“Fiscal Year” means the fiscal year ending on December 31.

“Majority Vote” means the vote of the Members holding more than a 50 percent Share.

“Officers” means the officers of the Company appointed and acting, from time to time, under Section 4.10.

“Person” means and includes any natural person and any corporation, firm, partnership, trust, estate, limited liability company or other entity resulting from any form of association.

ARTICLE 3. CAPITALIZATION; MEMBER INTERESTS; DISTRIBUTIONS

3.4 Corporate Status. The Company shall take such actions as may be necessary to be disregarded for purposes of federal income taxation.

3.8 Certification of Interest. The Interest shall be evidenced by a certificate (the “Interest Certificate”) provided by the Company to the Member substantially in the form attached hereto as Exhibit A.

ARTICLE 4. MANAGEMENT

4.1 Board of Managers.

4.2 Authority of the Board of Managers.

(c) Any extraordinary transaction involving the Company or its business, including, without limitation, those identified in Section 5.1(a), must be approved by the Members.

4.3 Powers of the Board of Managers.

(a) Subject to the limitations imposed by the Act and the provisions of Section 4.3(b), the authority of the Board of Managers includes, without limitation, the power to:

(1) approve the annual operating and capital budgets and strategic plans of the Company;

(2) appoint or remove any Officer of the Company, establish compensation for each Officer of the Company, and establish, alter or amend the power and authority of any Officer of the Company;

(3) authorize any commitment for a capital expenditure;

(5) authorize any commitment relating to a loan by the Company to any Person or a guarantee by the Company of any obligation of any Person;

(8) approve any purchase or lease of real property;

(9) authorize the making, modification, amendment or termination of any agreement with any Member or any Affiliate of a Member;

(10) authorize any distribution to Members;

(11) make or modify any tax elections as the Board of Managers believes to be in the best interests of the Company and the Members;

(13) establish, amend or modify rules for the operation of the Board of Managers;

(14) approve any change of the location of the headquarters of the Company

(15) approve any license or other grant of rights to or from the Company with respect to any patents, trademarks, trade names, service marks, know-how, trade secrets or other proprietary information;

(17) negotiate, enter into, execute and exercise the Company’s rights under any and all contracts necessary, desirable or convenient with respect to its business and affairs;

(19) commence, defend or settle litigation pertaining to the Company, its business or assets, except that unless indemnification is authorized under the other

(b) None of the powers granted in Section 4.3(a) broaden or extend powers that are limited by other provisions of this Agreement.

4.8 Voting; Proxies. Each Manager on the Board has one vote. A Manager has no power to authorize another person to vote on behalf of the Manager, whether by proxy or other power of attorney.

4.10 Officers of the Company.


(a)	The Officers of the Company are:

	President and Chief Executive Officer	Rodney Mott
	Chief Operating Officer	John Goodwin
	Chief Financial Officer, Vice President and Secretary	Leonard Anthony
	Vice President and Assistant Secretary	Gordon Spelich
	Vice President and Assistant Secretary	Brian Kurtz
	Vice President and Assistant Secretary	Lonnie Arnett
	Vice President and General Manager	John Lefler