Exhibit 4.4
FORM OF GUARANTEE
GUARANTEE dated as of
, 2008 (hereinafter sometimes called “this Guarantee”),
made by the undersigned (hereinafter individually called a
“Guarantor” and collectively the
“Guarantors”), to (1) the holders of the Bonds (as
hereinafter defined) and (2) THE BANK OF NEW YORK, a New York
banking corporation having its office in the City of New York,
State of New York (hereinafter sometimes called the
“Corporate Trustee”), and [
] (hereinafter sometimes called the “Individual
Trustee”), as successor Trustees under the First Mortgage (as
hereinafter defined) from ArcelorMittal USA Inc., a Delaware
corporation (hereinafter called the “Company”) to First
Trust and Savings Bank and Melvin A. Traylor, as Trustees, dated
April 1, 1928, parties of the second part (the Corporate
Trustee and the Individual Trustee being hereinafter collectively
sometimes called the “Trustees”);
WHEREAS, the Company (originally
known as “Inland Steel Company”) heretofore executed
and delivered to First Trust and Savings Bank and Melvin A.
Traylor, as Trustees (the Corporate Trustee being the successor
corporate trustee to said First Trust and Savings Bank and the
Individual Trustee being the successor individual trustee to said
Melvin A. Traylor), its First Mortgage Indenture, dated
April 1, 1928 (the term “First Mortgage” wherever
used herein meaning and including, unless the context shall
otherwise require, said First Mortgage Indenture, dated April 1,
1928, as amended, and all indentures supplemental thereto), to
secure the payment of the principal of and interest on bonds of the
Company to be known as the “First Mortgage Bonds” of
the Company (hereinafter sometimes called the
“Bonds”);
WHEREAS, the Company and
ArcelorMittal Financial Services LLC, a Delaware limited liability
company and affiliate of Company (hereinafter sometimes called the
“Issuer”), have entered into a Fortieth Supplemental
Indenture dated as of the date hereof (hereinafter sometimes call
the “Fortieth Supplemental Indenture”) to First
Mortgage with the Trustees;
WHEREAS, the Company now desires, in
furtherance of the provisions of the Fortieth Supplemental
Indenture, that each of the Guarantors enter into guaranties in
favor of the Trustee under this Guarantee under which each of them
will guarantee the payment and performance of the obligations of
the Company under the Bonds; and
WHEREAS, this Guarantee has been duly
authorized by all necessary corporate action on the part of each of
the Guarantors;
NOW, THEREFORE, in consideration of
the foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, each of the Guarantors
covenants and agrees for the equal and ratable benefit of the
holders of the Bonds as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1. Defined Terms . As
used in this Guarantee, terms defined in the First Mortgage or in
the preamble or recital hereto are used herein as therein defined.
The words
1
“
herein ,” “ hereof ” and “
hereby ” and other words of similar import used in
this Guarantee refer to this Guarantee as a whole and not to any
particular section hereof.
ARTICLE TWO
GUARANTEES OF BONDS
Section 1. Guarantee
.
(a) Each of the Guarantors hereby
jointly and severally, unconditionally guarantees to each holder of
a Bond and to the Corporate Trustee and its successors and assigns,
irrespective of the validity and enforceability of any other
provision of the First Mortgage, the Bonds or the obligations of
the Company hereunder or thereunder, that:
(i) the
principal of, premium, if any, and interest on, the Bonds will be
promptly paid in full when due, whether at maturity, by
acceleration, redemption, or otherwise, and interest on the overdue
principal of and interest on the Bonds, if any, if lawful, and all
other obligations of the Company to the holders of the Bonds or the
Corporate Trustee under this Guarantee, the First Mortgage, or the
Bonds will be promptly paid in full or performed, all in accordance
with the terms hereof and thereof; and
(ii) in
case of any extension of time of payment or renewal of any Bonds or
any of such other obligations, the same will be promptly paid in
full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration
or otherwise.
Failing payment
when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, each Guarantor will be obligated to
pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.
(b) Each Guarantor hereby agrees
that, to the fullest extent permitted by applicable law, its
obligations hereunder are unconditional, irrespective of the
validity, regularity or enforceability of any other provision of
this Guarantee, the Bonds, or the First Mortgage, the absence of
any action to enforce the same, any waiver or consent by any holder
of the Bonds with respect to any provisions hereof or thereof, the
recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute
a legal or equitable discharge or defense of a Guarantor. Each
Guarantor hereby waives, to the fullest extent permitted by
applicable law, diligence, presentment, demand of payment, filing
of claims with a court in the event of insolvency or bankruptcy of
the Company, any right to require a proceeding first against the
Company, prot
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