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EXHIBIT 3.10
WCI STEEL SALES, L.P.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this
"Agreement"), made and entered into as of the 25th day of April,
2007, by and
among WCI STEEL PRODUCTION CONTROL SERVICES, INC., a Delaware
corporation, as
general partner (the "General Partner"), and WCI STEEL
METALLURGICAL SERVICES,
INC., a Delaware corporation, as the limited partner (the "Limited
Partner"), is
intended to evidence the mutual agreement of the parties hereto
(individually,
each a "Partner" and, collectively, the "Partners") to join
together in a
limited partnership for the purposes and upon the terms and
conditions
hereinafter set forth.
WHEREAS,
the Partnership was formed by filing a Certificate of Limited
Partnership with the Secretary of State of the State of Delaware on
the 21st day
of April, 2006 (the "Formation Date");
WHEREAS,
the Partners are parties to that certain Limited Partnership
Agreement made and entered into as of the 21st day of April, 2006
("Initial
Agreement"); and
WHEREAS,
the Partners desire and agree to amend and restate the Initial
Agreement pursuant hereto.
NOW,
THEREFORE, in consideration of the mutual covenants and
agreements
hereinafter set forth and for other good and valuable
consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereby agree as
follows:
1. Name
and Purpose. The Partners hereby form a limited partnership
under
the name and style of WCI STEEL SALES, L.P. (the "Partnership").
The Partners
shall forthwith cause an executed counterpart of the Certificate of
Limited
Partnership to be filed in the office of the Secretary of State of
the State of
Delaware in accordance with Delaware Revised Uniform Limited
Partnership Act, 6
Delaware Code, Chapter 17 and in any other jurisdiction in which
the Partnership
engages in business activities and such filing is required by
law.
This
Partnership is formed for any purpose for which partnerships
may
legally operate pursuant to Delaware Revised Uniform Limited
Partnership Act, 6
Delaware Code, Chapter 17.
To
consummate the foregoing and to carry out the obligations of
the
Partnership in connection therewith or incidental thereto, the
General Partner
shall have the authority (subject to the provisions of Section 8
hereof): (i) to
borrow money and to make and issue notes, obligations and evidences
of
indebtedness of all kinds, whether secured by mortgage, pledge or
otherwise, and
to secure the same by mortgage, pledge or otherwise; (ii) to make,
enter into,
perform and carry out any arrangements, contracts or agreements of
every kind
and for the purposes set forth above with corporations,
associations,
partnerships, firms, trustees, syndicates, individuals and
political or
governmental divisions and subdivisions, domestic or foreign; and
(iii)
generally to do any and all things necessary or incidental to the
foregoing and
in furtherance of the purpose of the Partnership.
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2.
Principal Office. The principal office of the Partnership shall
be
located at 999 Pine Avenue, S.E., Warren, Ohio, 44483-6628, or at
such other
place as the General Partner may from time to time determine.
3. Term.
The Partnership as herein constituted shall commence as of the
Formation Date and shall continue indefinitely, unless dissolved or
terminated
as hereinafter provided.
4. Agent
for Service of Process. The agent of the Partnership for
service
of process is:
National Registered Agents, Inc.
160 Greentree Drive, Suite 101
Dover, Delaware 19904
5. Capital
Contributions; Additional Capital.
a. The General Partner has contributed cash to the Partnership,
as
more fully
set forth on the books of the Partnership, in return for its
interest
as General Partner in the Partnership.
b. The Limited Partner has contributed cash to the Partnership,
as
more fully
set forth on the books of the Partnership, in return for its
interest
as the Limited Partner in the Partnership.
c. In the event that at any time or times further capital is
required by the
Partnership in order to meet any obligation or to pay any
liability
of the Partnership, the Partners may, at the option of the
General
Partner, either (i) borrow such required capital from any
person,
including
any Partner, on such terms and conditions as the General
Partner
may
determine, or (ii) offer and sell interests in the Partnership to
such
persons on
such terms and conditions as the General Partner may determine.
In such
latter event, the General Partner shall cause this Agreement to
be
amended
and restated as required to reflect the admission of the
purchasers
of the interests in the Partnership as partners of the
Partnership.
6.
Profits, Losses and Distributions.
a. Taxable income or loss shall be allocated among the Partners
in
proportion
to the following percentages ("Percentage Interests"):
General
Partner:
99%
Limited
Partner:
1%
b. Any funds held by the Partnership and not required for the
operation
of the Partnership's business shall, subject to the
establishment of
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reserves
determined to be reasonable in the discretion of the General
Partner,
be distributed at least annually as follows: (i) first to repay
any loans
by Partners to the Partnership; and (ii) then to the Partners
in
accordance
with their then respective Percentage Interests in the
Partnership. No partner shall be entitled to make withdrawals from
the
Partnership except to the extent of distributions made under this
Section
6.
c. The Partnership books shall be kept in accordance with
reasonable
accounting
principles as determined by the accountants employed by the
Partnership. The fiscal year of the Partnership shall end on
December 31
of each
year.
d. Notwithstanding any provision of this Agreement to the
contrary,
to the
extent required by law, income, gain, loss and deduction
attributable to any property contributed to the Partnership by a
Partner
shall be
shared among the Partners so as to take into account any
variation
between the basis of the property and the fair market value of
the
property at the time of contribution in accordance with the
requirements of Section 704(c) of the Internal Revenue Code of
1986, as
amended
(the "Code").
7. Capital
Accounts.
a. There shall be maintained a capital account for each Partner.
The
amount of
cash and the fair market value of property contributed to the
Partnership by each Partner shall be credited to its capital
account and,
from time
to time, but not less often than annually, the share of each
Partner in
net profits, net losses and the fair market value of
distributions shall be credited or charged to its capital account.
The
determination of Partners' capital accounts, and any adjustments
thereto,
shall be
made consistent with tax accounting and other principles set
forth in
Section 704(b) of the Code and applicable regulations
thereunder.
b. If at any time the Partnership shall suffer a loss as a result
of
which the
capital account of any Partner shall be a negative amount, such
loss shall
be carried as a charge against its capital account, and its
share of
subsequent profits of the Partnership shall be applied to
restore
such
deficit in such capital account. The Limited Partner shall not
be
required
to make any further contribution to the capital of the
Partnership to restore a loss, to discharge any liability of
the
Partnership or for any other purpose, nor shall the Limited Partner
be
personally
liable for any liabilities of the Partnership or of the General
Partner,
except as provided by law or any other provision of this
Agreement.
c. Immediately following the transfer of any Partnership
interest,
the
applicable capital account of the transferee Partner shall be equal
to
such
capital account of the transferor Partner attributable to the
transferred interest.
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d. No Partner shall be entitled to make withdrawals from its
capital
account
except as provided herein.
e. The assets of the Partnership may, in the discretion of the
General
Partner, be revalued on the books of the Partnership to reflect
the fair
market value of such assets and the capital accounts of the
Partners
shall be adjusted in the manner provided in Treasury Regulation
Section
1.704-1(b)(2)(iv)(f) upon the occurrence of any of the
following
events:
(i) the
acquisition of an additional interest in the Partnership
by any new or existing Partner;
(ii) the distribution
by the Partnership to a Partner of
Partnership property, other than money, unless all Partners
receive simultaneous distributions of undivided interests in
the distributed property in proportion to their respective
interests in the Partnership; or
(iii) the liquidation of the Partnership for federal income tax
purposes.
f. If property is contributed to the Partnership or there is a
revaluation of Partnership property so that the book value of
property
differs from its
adjusted tax basis, the capital accounts of the Partners
shall be
appropriately adjusted for income, gain, loss and deductions in
the manner
provided in Treasury Regulation Section 1.704-1(b)(2)(
