S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on December 15, 2017

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

American Axle & Manufacturing, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3714
(Primary Standard Industrial
Classification Code Number) 38-3138388
(I.R.S. Employer
Identification No.)

One Dauch Drive
Detroit, MI 48211
(313) 758-2000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

American Axle & Manufacturing Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 3714
(Primary Standard Industrial
Classification Code Number) 38-3161171
(I.R.S. Employer
Identification No.)

One Dauch Drive
Detroit, MI 48211
(313) 758-2000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

David E. Barnes
Vice President and General Counsel
American Axle & Manufacturing Holdings, Inc.
One Dauch Drive
Detroit, MI 48211
(313) 758-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Lisa L. Jacobs
Shearman & Sterling LLP
599 Lexington Avenue
New York, N.Y. 10022
(212) 848-4000

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

             If the securities being registered on this Form are being 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

             If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

             Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

             Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title Of Each Class Of Securities To Be Registered	Amount to be registered	Proposed Maximum Offering Price Per Note(1)	Proposed Maximum Aggregate Offering Price(1)	Amount Of Registration Fee(2)
6.250% Senior Notes due 2025	$700,000,000	100.000%	$700,000,000	$87,150
6.500% Senior Notes due 2027	$500,000,000	100.000%	$500,000,000	$62,250
Guarantees of 6.250% Senior Notes due 2025(3)	N/A	N/A	N/A	None(4)
Guarantees of 6.500% Senior Notes due 2027(3)	N/A	N/A	N/A	None(4)
Total	$1,200,000,000	N/A	$1,200,000,000	$149,400

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended.

(2)

Calculated in accordance with Rule 457(f) under the Securities Act.

(3)

The guarantors are U.S. wholly owned subsidiaries of American Axle & Manufacturing Holdings, Inc. and have guaranteed the Exchange Notes being registered.

(4)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the 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, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in Its Charter(1)	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		I.R.S. Employee Identification Number
AAM International Holdings, Inc.	Delaware		3714		38-3439761
Auburn Hills Manufacturing, Inc.	Delaware		3714		26-3005324
Oxford Forge, Inc.	Delaware		3714		83-0500168
MSP Industries Corporation	Michigan		3714		38-2382767
Colfor Manufacturing, Inc.	Delaware		3714		34-1834325
Accugear, Inc.	Delaware		3714		26-3788013
Rochester Manufacturing, LLC	Indiana		3714		81-4819506
Metaldyne Performance Group, Inc.	Delaware		3714		47-1420222
MPG Holdco I Inc.	Delaware		3714		47-1982408
Metaldyne BSM, LLC	Delaware		3714		27-0951584
Metaldyne M&A Bluffton, LLC	Delaware		3714		27-0951678
Metaldyne Powertrain Components, Inc.	Delaware		3714		27-0951786
Metaldyne Sintered Ridgway, LLC	Delaware		3714		27-0951522
Metaldyne SinterForged Products, LLC	Delaware		3714		27-0951460
Punchcraft Machining and Tooling, LLC	Delaware		3714		27-1056645
HHI FormTech, LLC	Delaware		3714		27-0616933
Jernberg Industries, LLC	Delaware		3714		41-2184354
Impact Forge Group, LLC	Delaware		3714		20-5095432
ASP HHI Holdings, Inc.	Delaware		3714		46-0950155
ASP HHI Intermediate Holdings, Inc.	Delaware		3714		46-0938599
ASP HHI Intermediate Holdings II, Inc.	Delaware		3714		46-0930921
ASP HHI Acquisition Co., Inc.	Delaware		3714		46-0960591
Forging Holdings, LLC	Delaware		3714		35-2525415
Hephaestus Holdings, LLC	Delaware		3714		41-2184344
HHI FormTech Holdings, LLC	Delaware		3714		27-1086215
HHI Forging, LLC	Delaware		3714		41-2184347
Gearing Holdings, LLC	Delaware		3714		37-1776445
Cloyes Gear Holdings, LLC	Delaware		3714		27-1251882
Jernberg Holdings, LLC	Delaware		3714		41-2184353
Impact Forge Holdings, LLC	Delaware		3714		20-5095539
ASP MD Holdings, Inc.	Delaware		3714		46-1221703
ASP MD Intermediate Holdings, Inc.	Delaware		3714		46-1201937
ASP MD Intermediate Holdings II, Inc.	Delaware		3714		46-1212382
MD Investors Corporation	Delaware		3714		80-0439981
Metaldyne, LLC	Delaware		3714		27-0951240
Gear Design and Manufacturing, LLC	Delaware		3714		30-0971179
Grede Wisconsin Subsidiaries LLC	Wisconsin		3714		39-1535863
Cloyes Gear and Products, Inc.	Ohio		3714		34-0680655
Grede LLC	Delaware		3714		27-1678991
Grede Holdings LLC	Delaware		3714		27-1652192
ASP Grede Intermediate Holdings LLC	Delaware		3714		46-5236694
GSC RIII—Grede LLC	Delaware		3714		27-1825881
Shop IV Subsidiary Investment (Grede), LLC	Delaware		3714		27-1776073
HHI Holdings, LLC	Delaware		3714		26-2752467
Grede II LLC	Delaware		3714		27-1652192
ASP Grede AcquisitionCo LLC	Delaware		3714		46-5262890
The Mesh Company, LLC	Arkansas		3714		62-1668155

(1)

The address of the principal executive offices of all of the registrants is One Dauch Drive, Detroit, Michigan 48211 and the telephone number is (313) 758-2000.

The information in this prospectus is not complete and may be changed. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 15, 2017

PROSPECTUS

Offers to Exchange
$700,000,000 Outstanding 6.250% Senior Notes due 2025
for Registered 6.250% Senior Notes due 2025
and
$500,000,000 Outstanding 6.500% Senior Notes due 2027
for Registered 6.500% Senior Notes due 2027

         American Axle & Manufacturing, Inc. ("AAM Inc.", the "Company" or the "Issuer") is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all of our outstanding unregistered 6.250% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of our registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of our outstanding unregistered 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of our registered 6.500% Senior Notes due 2027 (the "2027 Exchange Notes"), such offers referred to herein, collectively, as the "exchange offers." The 2025 Restricted Notes and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes" and the 2025 Exchange Notes and the 2027 Exchange Notes are collectively referred to as the "Exchange Notes."

         The Exchange Notes will be AAM Inc.'s senior unsecured obligations and will rank equally with all of AAM Inc.'s other existing and future senior indebtedness. AAM Inc.'s obligations under the Exchange Notes will be guaranteed on a senior unsecured basis, jointly and severally, by American Axle & Manufacturing Holdings, Inc. ("Holdings"), AAM Inc.'s parent corporation, Metaldyne Performance Group Inc. ("MPG"), a wholly owned subsidiary of Holdings, and certain of AAM Inc.'s and MPG's current and future subsidiaries (each a "Subsidiary Guarantor" and, together with MPG, the "Subsidiary Guarantors"). See "Description of the Exchange Notes". All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate. See "Description of the Exchange Notes—Guarantees".

The exchange offers are subject to customary closing conditions and will expire at 11:59 p.m., New York City time, on                        , 2017 (the "Expiration Date"), unless extended.

         We issued the Restricted Notes in transactions not requiring registration under the Securities Act of 1933, as amended (the "Securities Act") and, as a result, their transfer is restricted. We are making the exchange offers to satisfy your registration rights as a holder of the Restricted Notes and will not receive any proceeds from the exchange offers. The terms of the Exchange Notes are identical in all material respects to the Restricted Notes of the same series, except that the Exchange Notes are registered under the Securities Act and will not contain restrictions on transfer or provisions relating to additional interest, will bear a different CUSIP number from the Restricted Notes of the same series and will not entitle their holders to registration rights. The Exchange Notes, together with any Restricted Notes that are not exchanged in the exchange offer, will be governed by the same indenture, constitute the same class of debt securities for the purposes of such indenture and vote together on all matters.

         Each holder of Restricted Notes wishing to accept Exchange Notes in the exchange offers must deliver the Restricted Notes to be exchanged, together with the letter of transmittal that accompanies this prospectus and any other required documentation, to the exchange agent identified in this prospectus. Alternatively, you may effect a tender of Restricted Notes by book-entry transfer into the exchange agent's account at The Depository Trust Company ("DTC"). All deliveries are at the risk of the holder. You can find detailed instructions concerning delivery in the section called "The Exchange Offers" in this prospectus and in the accompanying letter of transmittal.

         Each broker-dealer that receives the Exchange Notes for its own account pursuant to the exchange offers must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the Exchange Notes received in exchange for the Restricted Notes where such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. See "Plan of Distribution." The Exchange Notes will not be listed on any securities exchange or for quotation through any automated dealer quotation system.

See "Risk Factors" beginning on page 10 for a discussion of risk factors that you should carefully consider before deciding to exchange your Restricted Notes for Exchange Notes.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2017

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS		i
INCORPORATION BY REFERENCE		i
WHERE YOU CAN FIND MORE INFORMATION		iii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		iii
SUMMARY		1
RISK FACTORS		10
USE OF PROCEEDS		18
RATIO OF EARNINGS TO FIXED CHARGES		19
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS		20
THE EXCHANGE OFFERS		22
DESCRIPTION OF THE EXCHANGE NOTES		33
BOOK-ENTRY; DELIVERY AND FORM		48
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		50
PLAN OF DISTRIBUTION		51
LEGAL MATTERS		52
EXPERTS		52

ABOUT THIS PROSPECTUS

        It is important that you read and consider all of the information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you in "Incorporation by Reference" and "Where You Can Find More Information."

        As used in this prospectus, unless otherwise indicated or the context otherwise requires the terms "the Company," "we," "us" and "our" and "AAM" refer to collectively (i) American Axle & Manufacturing, Inc., or AAM Inc., the issuer, a Delaware corporation, and its direct and indirect subsidiaries, including the Subsidiary Guarantors, (ii) American Axle & Manufacturing Holdings, Inc., or Holdings, a Delaware corporation, and the direct parent corporation of the issuer and (iii) Metaldyne Performance Group Inc., or MPG, a Delaware corporation and a wholly owned subsidiary of Holdings. Holdings has no material operations or assets other than its ownership of 100% of the issued and outstanding common stock of MPG and AAM Inc., the issuer of the Restricted Notes.

INCORPORATION BY REFERENCE

        We are incorporating by reference into this prospectus certain information that Holdings has filed with the SEC, which means that we are disclosing important information to you by referring you to other documents. This prospectus incorporates by reference the documents listed below and any future filings made by Holdings with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on or after the date of this prospectus and prior to termination of this offering.

        The following documents, which have been filed with the SEC by Holdings, are hereby incorporated by reference into this prospectus:

•

Annual Report on Form 10-K of Holdings for the fiscal year ended December 31, 2016 filed on February 10, 2017, as amended by Amendment No. 1 to Annual Report on Form 10-K/A of Holdings for the fiscal year ended December 31, 2016 filed on March 6, 2017;

i

•

Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 filed on May 5, 2017, Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017 filed on July 28, 2017, and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed on November 3, 2017; and

•

Current Report on Form 8-K filed on November 3, 2016, as amended by Amendment No. 1 on Form 8-K/A filed on March 6, 2017, and the Current Reports on Form 8-K filed on January 24, 2017, March 6, 2017, March 8, 2017, March 23, 2017, April 3, 2017, April 5, 2017, April 6, 2017, April 12, 2017, May 5, 2017, May 17, 2017, November 7, 2017, November 14, 2017, and December 15, 2017.

        Nothing in this prospectus shall be deemed to incorporate information furnished, but not filed, with the SEC, including information pursuant to Item 2.02 or Item 7.01 of Form 8-K and corresponding information furnished under Item 9.01 of Form 8-K or included as an exhibit. Any statement contained in a document incorporated or deemed to be incorporated herein by reference, or contained in this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently dated or filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        You can obtain any of the documents incorporated by reference in this document from the SEC's website at the address described below. You may also request a copy of these filings, at no cost, by writing or telephoning at the address and telephone number set forth below. We will provide, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit in this prospectus. You should direct requests for documents to: American Axle & Manufacturing Holdings, Inc., One Dauch Drive, Detroit, Michigan 48211-1198. Our telephone number is 313-758-2000.

SEGMENT REPORTING

        Prior to the acquisition of MPG on April 6, 2017, Holdings operated in one reportable segment: the manufacture, engineer, design and validation of driveline systems and related components and chassis modules for light trucks, sport utility vehicles (SUVs), crossover vehicles, passenger cars and commercial vehicles. Subsequent to the acquisition of MPG, Holdings' business was organized into four business units, each representing a reportable segment under ASC 280 Segment Reporting. The four segments are Driveline, Metal Forming, Powertrain and Casting.

        Holdings has not retrospectively applied a change in segment reporting to the Annual Report on Form 10-K of Holdings for the fiscal year ended December 31, 2016. Prior to the acquisition of MPG, Holdings did not operate in what is now its Powertrain or Casting business units and its Driveline business unit contributed approximately 95% of its consolidated net sales. A retrospective breakout of financial information for Driveline and Metal Forming, the business units in which Holdings had operations prior to the acquisition of MPG, would result in immaterial changes and would not provide meaningful information to investors.

CHANGE IN ACCOUNTING PRINCIPLE

        Effective April 1, 2017, Holdings changed its method of accounting for indirect inventory from capitalizing and recording as expense when the inventory was consumed to now expensing indirect inventory at the time of purchase. Holdings believes that expensing indirect inventory at the time of purchase is preferable as the change (1) aligns purchase patterns of indirect inventory with our current operational strategies, (2) reduces the administrative burden associated with recordkeeping for indirect

ii

inventory, and (3) results in a uniform accounting policy across our global operations as MPG's accounting method had been to expense indirect inventory upon purchase.

        Based on the guidance in ASC 250 Accounting Changes and Error Corrections, Holdings would apply this change in accounting principle retrospectively, however, we have not retrospectively revised our financial statements in the Annual Report on Form 10-K of Holdings for the fiscal year ended December 31, 2016. The impact on previously reported inventories, net would be a reduction of $37.2 million, with an associated decrease of previously reported retained earnings of $24.2 million and an associated increase in previously reported deferred tax assets of $13.0 million as of December 31, 2016. The impact to Holdings' Statements of Income was immaterial in any of the periods that would require retrospective application.

WHERE YOU CAN FIND MORE INFORMATION

        Holdings files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy these materials at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains information AAM files electronically with the SEC, which you can access over the internet at http://www.sec.gov.

        You may also access Holdings' SEC filings under the heading "Investors" on AAM's website at http://www.aam.com. The information contained on or linked to or from AAM's website is not incorporated by reference into this prospectus and is not a part of this prospectus.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements contained in this prospectus and the documents incorporated herein or therein by reference are forward-looking in nature, such as statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect our future financial position and operating results. The terms such as "will," "may," "could," "would," "plan," "believe," "expect," "anticipate," "intend," "project," "target," and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements.

        Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•

reduced purchases of our products by General Motors Company (GM), FCA US LLC (FCA), or other customers;

•

reduced demand for our customers' products (particularly light trucks and sport utility vehicles (SUVs) produced by GM and FCA);

•

our ability to develop and produce new products that reflect market demand;

•

lower-than-anticipated market acceptance of new or existing products;

•

our ability to respond to changes in technology, increased competition or pricing pressures;

iii

•

our ability to attract new customers and programs for new products;

•

our ability to successfully integrate the business and information systems of MPG and to realize the anticipated benefits of the merger;

•

risks inherent in our global operations (including adverse changes in trade agreements, tariffs, immigration policies, political stability, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations);

•

negative or unexpected tax consequences;

•

risks related to disruptions to ongoing business operations as a result of the merger with MPG, including disruptions to management time;

•

liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which we are or may become a party, or the impact of product recall or field actions on our customers;

•

our ability to achieve the level of cost reductions required to sustain global cost competitiveness;

•

supply shortages or price increases in raw materials, utilities or other operating supplies for us or our customers as a result of natural disasters or otherwise;

•

our ability or our customers' and suppliers' ability to successfully launch new product programs on a timely basis;

•

our ability to realize the expected revenues from our new and incremental business backlog;

•

risks related to a failure of our information technology systems and networks, and risks associated with current and emerging technology threats and damage from computer viruses, unauthorized access, cyber attack and other similar disruptions;

•

global economic conditions;

•

a significant disruption in operations at one or more of our key manufacturing facilities;

•

our ability to maintain satisfactory labor relations and avoid work stoppages;

•

our suppliers', our customers' and their suppliers' ability to maintain satisfactory labor relations and avoid work stoppages;

•

price volatility in, or reduced availability of, fuel;

•

potential liabilities or litigation relating to, or assumed in, the MPG merger;

•

potential adverse reactions or changes to business relationships resulting from the completion of the merger with MPG;

•

our ability to protect our intellectual property and successfully defend against assertions made against us;

•

our ability to attract and retain key associates;

•

availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as our ability to comply with financial covenants;

•

our customers' and suppliers' availability of financing for working capital, capital expenditures, R&D or other general corporate purposes;

•

changes in liabilities arising from pension and other postretirement benefit obligations;

iv

•

risks of noncompliance with environmental laws and regulations or risks of environmental issues that could result in unforeseen costs at our facilities or reputational damage;

•

adverse changes in laws, government regulations or market conditions affecting our products or our customers' products (such as the Corporate Average Fuel Economy (CAFE) regulations);

•

our ability or our customers' and suppliers' ability to comply with the Dodd-Frank Act and other regulatory requirements and the potential costs of such compliance; and

•

other unanticipated events and conditions that may hinder our ability to compete.

        It is not possible to foresee or identify all such factors and we make no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

v

SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements (including the notes thereto) appearing elsewhere or incorporated by reference in this prospectus. Because this is a summary it may not contain all the information that may be important to you. You should read the entire prospectus and the information incorporated by reference, before making an investment decision. Some of the statements in this "Summary" are forward-looking statements. Please see "Cautionary Statement Regarding Forward-Looking Statements" for more information regarding these statements.

Our Business

        We are a global Tier I supplier to the automotive, commercial and industrial markets. We design, engineer, validate and manufacture driveline, metal forming, powertrain and casting products, employing over 25,000 associates, operating at more than 90 facilities in 17 countries, to support our customers on global and regional platforms with a continued focus on delivering operational excellence, technology leadership and quality. For a description of our business, financial condition, results of operations and other important information regarding us, we refer you to our filings with the SEC incorporated by reference in this prospectus. For instructions on how to find copies of these documents, see "Where You Can Find More Information."

        Holdings was incorporated in Delaware on May 15, 1998. Holdings' principal executive offices are located at One Dauch Drive, Detroit, Michigan 48211, and its telephone number at that address is 313-758-2000. Holdings' website is www.aam.com.The information contained on or accessible through our website neither constitutes part of this prospectus supplement nor is incorporated by reference herein.

1

The Exchange Offers

        On March 9, 2017, we completed a private offering of the Restricted Notes. Concurrently with the private offering, we entered into registration rights agreements (the "Registration Rights Agreements") pursuant to which we agreed, among other things, to file the registration statement of which this prospectus is a part. The following is a summary of the exchange offers. For more information please see "The Exchange Offers."

The Exchange Offers	We are offering to exchange up to $700,000,000 aggregate principal amount of the 2025 Exchange Notes which have been registered under the Securities Act for any and all of the outstanding $700,000,000 aggregate principal amount of 2025 Restricted Notes.
	We are also offering to exchange up to $500,000,000 aggregate principal amount of the 2027 Exchange Notes which have been registered under the Securities Act for any and all of the outstanding $500,000,000 aggregate principal amount of 2027 Restricted Notes.
	Restricted Notes may be exchanged only in minimum denominations of $1,000 and any integral multiples thereof. Exchange Notes will be issued only in minimum denominations of $1,000 and any integral multiples thereof.
CUSIPS	The CUSIP numbers for the 2025 Restricted Notes are 02406PAP5 (Rule 144A) and U02436AC4 (Regulation S). The CUSIP number for the 2025 Exchange Notes is 02406PAR1.
	The CUSIP numbers for the 2027 Restricted Notes are 02406PAS9 (Rule 144A) and U02436AD2 (Regulation S). The CUSIP number for the 2027 Exchange Notes is 02406PAU4.
Expiration Dates	The exchange offers will expire at 11:59 p.m., New York City time, on                    , 2017, unless extended by us. See "The Exchange Offers—Expiration Date; Extensions, Amendments."
Conditions to the Exchange Offers	Despite any other term of the exchange offers, the Company will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Restricted Notes and it may terminate or amend the exchange offers as provided in this prospectus prior to the Expiration Date if in its reasonable judgment:
	• the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC;
	• any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers; or

2

	• any law, rule or regulation or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect either of the exchange offers.
	The Company expressly reserves the right to amend or terminate the exchange offers and to reject for exchange any outstanding Restricted Notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offers specified above. The Company will give oral or written notice of any extension, amendment, non-acceptance or termination of the exchange offers to the holders of the outstanding Restricted Notes as promptly as practicable.
	These conditions are for our sole benefit, and the Company may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the Expiration Date in our sole discretion.
Resale of the Exchange Notes	Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer Exchange Notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:
	• you are not our affiliate within the meaning of Rule 405 of the Securities Act;
	• you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;
	• if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the Exchange Notes; and
	• you are acquiring the Exchange Notes in the ordinary course of your business.
	If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business:

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	You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC.
	This prospectus may be used for an offer to resell, resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding Restricted Notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives Exchange Notes for its own account in exchange for outstanding Restricted Notes, where such outstanding Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read "Plan of Distribution" for more details regarding the transfer of Exchange Notes.
Procedures for Tendering Restricted Notes	If you wish to participate in the exchange offers, sign and date the letter of transmittal that was delivered with this prospectus in accordance with the instructions, and deliver the letter of transmittal, along with the Restricted Notes and any other required documentation, to the exchange agent. Alternatively, you can tender your outstanding Restricted Notes by following the procedures for book-entry transfer, as described in this prospectus. See "The Exchange Offers—Procedures for Tendering Restricted Notes." By executing the letter of transmittal or by transmitting an agent's message (as defined below) in lieu thereof, you will represent to us that, among other things:
	• the Exchange Notes you receive will be acquired in the ordinary course of your business;
	• you are not participating, and you have no arrangement with any person or entity to participate, in the distribution of the Exchange Notes;

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	• you are not an "affiliate" (as defined in Rule 405 under the Securities Act) of ours, or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;
	• if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our "affiliates" to distribute the Exchange Notes; and
	• you are not acting on behalf of any person or entity that could not truthfully make these representations.
	If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers. See "Plan of Distribution."
Special Procedures for Beneficial Owners	If you are a beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender such Restricted Notes in the exchange offers, please contact the registered holder as soon as possible and instruct them to tender on your behalf and comply with our instructions set forth elsewhere in this prospectus. See "The Exchange Offers—Procedures for Tendering Restricted Notes."
Withdrawal Rights	Except as otherwise provided in this prospectus, you may withdraw your tender of Restricted Notes at any time prior to the Expiration Date.
Effect on Holders of Restricted Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding Restricted Notes pursuant to the terms of, the exchange offers, the Company will have fulfilled its obligation to consummate exchange offers for the Restricted Notes under the Registration Rights Agreements. If you do not tender your Restricted Notes in the exchange offers, you will continue to be entitled to all the rights and limitations applicable to the outstanding Restricted Notes as set forth in the indenture governing the Restricted Notes, except the Company will not have any further obligation to you to provide for the exchange and registration of untendered outstanding Restricted Notes under the Registration Rights Agreements. As a result of the transfer restrictions and the availability of Exchange Notes, the market for the Restricted Notes is likely to be much less liquid after these exchange offers are completed.

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Consequences of Failure to Exchange	All untendered outstanding Restricted Notes will continue to be subject to the restrictions on transfer set forth in the outstanding Restricted Notes and in the related indenture. In general, the outstanding Restricted Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offers, the Company does not currently anticipate that it will register the outstanding Restricted Notes under the Securities Act.
Broker-Dealers	Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes, where such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."
Material United States Federal Income Tax Consequences	The exchange of Outstanding Notes for Exchange Notes in the exchange offers will not constitute a taxable event to holders for United States federal income tax purposes. See "Material U.S. Federal Income Tax Consequences."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the Exchange Notes in the exchange offers. See "Use of Proceeds."
Exchange Agent and Information Agent	U.S. Bank National Association is serving as exchange agent in connection with the exchange offers. Its address, telephone number and facsimile number are listed in "The Exchange Offers—Exchange Agent."

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The Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the Exchange Notes" section of this prospectus contains more detailed descriptions of the terms and conditions of the respective series of Exchange Notes.

The Exchange Notes are substantially identical in all material respects to the Restricted Notes, except that the Exchange Notes have been registered under the Securities Act and will not have any of the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes. The Exchange Notes will evidence the same debt as the Restricted Notes and be entitled to the benefits of the indenture.

Issuer	American Axle & Manufacturing, Inc.
2024 Exchange Notes Offered	Up to $700,000,000 aggregate principal amount of 2025 Exchange Notes in exchange for an identical principal amount of the 2025 Restricted Notes.
2025 Exchange Notes Offered	Up to $500,000,000 aggregate principal amount of 2027 Exchange Notes in exchange for an identical principal amount of the 2027 Restricted Notes.
Maturity	The 2025 Exchange Notes will mature on April 1, 2025, and the 2027 Exchange Notes will mature on April 1, 2027, unless redeemed earlier by us as described in "Description of the Exchange Notes—Optional Redemption."
Interest	The 2025 Exchange Notes will bear interest at the rate of 6.250% per year on the principal amount thereof.
	The 2027 Exchange Notes will bear interest at the rate of 6.500% per year on the principal amount thereof.
Interest Payment Dates	The Exchange Notes will be payable semi-annually on April 1 and October 1 of each year. Interest on the Exchange Notes will accrue from the most recent date to which interest has been paid or provided for on the Restricted Notes.
Guarantees	The Exchange Notes will be unconditionally guaranteed on a senior unsecured basis, jointly and severally, by Holdings, MPG and each of AAM Inc.'s and MPG's subsidiaries that guarantees our obligations under the New Senior Secured Credit Facilities (defined below), and certain of our future subsidiaries. See "Description of the Exchange Notes—Guarantees."

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Ranking	The Exchange Notes will be our senior unsecured obligations and, as guaranteed, will rank equally in right of payment to the senior indebtedness of AAM Inc. and the Guarantors (as defined herein), effectively junior to all of the secured indebtedness (including obligations with respect to the Credit Agreements) of AAM Inc., Holdings and the Subsidiary Guarantors, to the extent of the value of the assets securing that indebtedness, and effectively junior to all indebtedness and other liabilities of our non-guarantor Subsidiaries (as defined herein). See "Description of the Exchange Notes—Ranking."
Optional Redemption	Prior to April 1, 2020, in the case of the 2025 Exchange Notes, and prior to April 1, 2022, in the case of the 2027 Exchange Notes, we will have the option to redeem some or all of the applicable series of notes for cash at a redemption price equal to 100% of the principal amount of the applicable series of notes plus the Applicable Premium (as described in this prospectus under "Description of the Exchange Notes—Optional Redemption") as of, and accrued and unpaid interest to, the redemption date. Beginning on April 1, 2020, in the case of the 2025 Exchange Notes, and beginning on April 1, 2022, in the case of the 2027 Exchange Notes, we may redeem some or all of the applicable series of notes at the redemption prices set forth in this offering memorandum under "Description of the Exchange Notes—Optional Redemption" plus accrued and unpaid interest to the redemption date.
	In addition, on any one or more occasions prior to April 1, 2020, we may redeem up to 35% of the original principal amount of the Exchange Notes of any series with the net cash proceeds of one or more equity offerings at a redemption price of 106.25%, in the case of the 2025 Exchange Notes, or 106.50%, in the case of the 2027 Exchange Notes, of the principal amount thereof plus accrued and unpaid interest to the redemption date.
Change of Control	Upon the occurrence of a change of control, you will have the right, as holders of the Exchange Notes, to require us to repurchase some or all of your Exchange Notes equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date. See "Description of the Exchange Notes—Change of Control."
Covenants	The terms of the Exchange Notes contain covenants for your benefit.
	These covenants restrict Holdings' and our ability, with certain exceptions, to:
	• engage in consolidations and mergers or sell or transfer assets;
	• incur debt secured by certain liens; and

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	• engage in certain sale and leaseback transactions.
	See "Description of the Exchange Notes—Material Covenants."
United States Federal Income Taxation	The exchange of outstanding Restricted Notes for Exchange Notes in the exchange offer will not constitute taxable events to holders for United States federal income tax purposes. See "Material U.S. Federal Income Tax Consequences."
Use of Proceeds	We will not receive any cash proceeds from the issuance of the Exchange Notes in the exchange offer. See "Use of Proceeds."
Trustee	U.S. Bank National Association
Governing Law	New York
Risk Factors	See "Risk Factors."

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RISK FACTORS

You should carefully consider the specific risk factors set forth below as well as the other information contained or incorporated by reference in this prospectus. See Item 1A "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2016. Some factors in this section are "forward-looking statements." For a discussion of those statements and of other factors for investors to consider, see "Cautionary Statement Regarding Forward-Looking Statements."

         The Exchange Notes do not restrict our ability to incur additional unsecured debt, including debt of our subsidiaries, or prohibit us from taking other action that could negatively impact holders of the Exchange Notes and the Exchange Notes will be structurally subordinated to the debt and other liabilities of subsidiaries that do not guarantee the Exchange Notes.

        We are not restricted under the terms of the indenture or the Exchange Notes from incurring additional indebtedness, including indebtedness of our subsidiaries.

        Not all of our subsidiaries will guarantee the Exchange Notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor Subsidiaries, including any of our foreign subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those entities before any assets are made available for distribution to us. As a result, the Exchange Notes will effectively be subordinated to the prior payment of all of the liabilities of our non-guarantor Subsidiaries.

        As of September 30, 2017, the non-guarantor Subsidiaries of AAM Inc. and MPG had total assets (net of intercompany receivables) of $3,225.7 million and total liabilities (net of intercompany notes and payables) of $909.6 million (including indebtedness of $75.2 million). In addition, on a consolidated basis, AAM, together with MPG, had consolidated indebtedness of $4,176.1 million, net of debt issuance costs of $79.2 million.

        The terms of the indenture limit our ability to secure additional debt without also securing the Exchange Notes and to enter into sale and leaseback transactions. However, these limitations are subject to numerous exceptions. See "—The Exchange Notes are unsecured and effectively subordinated to our existing and future secured indebtedness," and "Description of the Exchange Notes—Material Covenants" in this prospectus. In addition, the Exchange Notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt, secure existing or future debt or take a number of other actions that are not limited by the terms of the indenture and the Exchange Notes could have the effect of diminishing our ability to make payments on the Exchange Notes when due.

         The Exchange Notes are unsecured and effectively subordinated to our existing and future secured indebtedness.

        Our obligations under the Exchange Notes will not be secured by any of our assets, while our obligations under the New Senior Secured Credit Facilities are secured on a first priority basis by all or substantially all of the assets of Holdings, AAM Inc., MPG and each Subsidiary Guarantor, including a pledge of all capital stock of AAM Inc., MPG and the Subsidiary Guarantors and a portion of the capital stock of the first tier foreign subsidiaries of Holdings, AAM Inc., MPG and the Subsidiary Guarantors. Therefore, the lenders under the Credit Agreement and holders of any other secured debt that we or our subsidiaries may incur in the future, will have claims with respect to these assets that have priority over the claims of the holders of the Exchange Notes.

        In the event that we are declared bankrupt, become insolvent or are liquidated or reorganized, holders of secured obligations will be entitled to be paid to the extent of the value of the assets securing such debt. Thereafter, holders of the Exchange Notes will participate ratably with all holders

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of our other senior unsecured indebtedness, based upon the respective amounts owed to each holder or creditor, in our remaining assets, if any. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the Exchange Notes. As a result, holders of the Exchange Notes may receive less, ratably, than holders of our secured indebtedness.

        As of September 30, 2017, we have $1,653.0 million of secured indebtedness outstanding and approximately $869.1 million of secured debt available for additional borrowing under our Credit Agreement.

         Our significant indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations.

        We have now and will continue to have a significant amount of indebtedness. As of September 30, 2017, our total outstanding indebtedness is approximately $4,176.1 million, net of debt issuance costs of $79.2 million, of which $1,653.0 million would have been secured, and we would have had $869.1 million available for additional secured borrowing under our New Senior Secured Credit Facilities.

        Our significant indebtedness could have material consequences. For example, it could:

•

make it more difficult for us to satisfy our debt obligations;

•

increase our vulnerability to general adverse economic and industry conditions;

•

impair our ability to obtain additional financing in the future for working capital needs;

•

limit the amount of cash available for capital expenditures and other activities, including acquisitions and general corporate purposes;

•

require us to dedicate a substantial portion of our cash flows from operations to the payment of principal and interest on our indebtedness, thereby reducing the availability of our cash flows to fund working capital needs, capital expenditures, acquisitions and other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•

place us at a disadvantage compared to our competitors that have less indebtedness; and

•

expose us to higher interest expense in the event of increases in interest rates to the extent any of our indebtedness bears interest at a variable rate.

        Any of these risks could impact our ability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business, financial condition and results of operations.

         To service our indebtedness and fund our working capital and capital expenditures, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on our indebtedness will depend upon our future operating performance and our ability to generate cash flow in the future, which are subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us, in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. If the cash flow from our operating activities is insufficient, we may take actions, such as delaying or reducing capital expenditures, attempting to restructure or refinance our indebtedness prior to maturity, selling assets or operations or seeking additional equity capital. Any or

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all of these actions may be insufficient to allow us to service our debt obligations. Further, we may be unable to take any of these actions on commercially reasonable terms, if at all.

         We may be unable to refinance our outstanding indebtedness, including the Exchange Notes.

        We may need to refinance all or a portion of our indebtedness before the maturity date of the Exchange Notes, including indebtedness under the indenture governing our senior notes. To the extent they remain outstanding, our 7.75% senior unsecured notes are due in 2019 (the "7.75% Notes"), our 6.25% notes are due in 2021 (the "6.25% Notes"), and our 6.625% senior unsecured notes are due in 2022 (the "6.625% Notes"). There can be no assurance that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms or at all.

         Covenants in our Credit Agreement, indenture and agreements that we may enter into in the future may limit our ability to operate our business.

        The New Senior Secured Credit Facilities contains covenants that restrict our ability to make distributions or other payments to our investors. In addition, these agreements include covenants restricting the ability, among other things, of AAM Inc. to:

•

make certain investments;

•

declare or pay dividends or distributions on capital stock;

•

redeem or repurchase capital stock and certain debt obligations;

•

incur liens;

•

incur indebtedness; and

•

merge, make acquisitions and sell assets.

        These restrictions could limit our ability to make borrowings, obtain debt financing, repurchase stock, refinance or pay principal or interest on our outstanding indebtedness, complete acquisitions for cash or debt or react to changes in our operating environment. Any credit agreement or indenture that we may enter into in the future may have similar restrictions.

        If we default under the Credit Agreement or our indenture because of a covenant breach or otherwise, all outstanding amounts thereunder could become immediately due and payable. We cannot assure you that we will be able to obtain a waiver under any credit agreement, indenture or similar instrument in the future should a default occur. We cannot assure you that we would have sufficient funds to repay all of the outstanding amounts under the Credit Agreement, indenture governing our senior secured notes and indentures governing our unsecured senior notes and convertible senior notes and the Exchange Notes offered hereby, and any acceleration of amounts due would have a material adverse effect on our liquidity and financial condition.

         A significant portion of our assets consists of goodwill and intangible assets.

        As of September 30, 2017, 36% of our total consolidated assets consisted of goodwill and intangible assets. The value of our assets and, in particular, our intangible assets will depend on market conditions, the availability of buyers and similar factors. By their nature, our intangible assets may not have a readily ascertainable market value or may not be readily saleable or, if saleable, there may be substantial delays in their liquidation.

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         We depend on cash from our subsidiaries to service our debt. If we do not receive cash distributions, dividends or other payments from our subsidiaries, we may be unable to make payments on the Exchange Notes.

        We are dependent upon the earnings and cash flows of, and cash distributions, dividends and other payments from, our subsidiaries to provide the funds necessary to meet our debt service obligations, including the required payments on the Exchange Notes. If we do not receive such cash distributions, dividends or other payments from our subsidiaries, we may be unable to pay the principal or interest on the Exchange Notes. In addition, the Subsidiary Guarantors will rely on subsidiaries of their own as a source of funds to meet any obligations that might arise under their guarantees.

        Generally, the ability of a subsidiary to make cash available to its parent is affected by its own operating results and is subject to applicable laws and contractual restrictions contained in its debt instruments and other agreements.

        Although the New Senior Secured Credit Facilities limit the extent to which our subsidiaries may restrict their ability to make dividend and other payments to us, these limitations are subject to significant qualifications and exceptions. As a result, although our subsidiaries may have cash, we or our Subsidiary Guarantors may be unable to obtain that cash to satisfy our obligations under the Exchange Notes or the guarantees, as applicable.

         Holdings' guarantee provides little, if any, additional credit support for the Exchange Notes.

        Holdings is a holding company whose only material assets are AAM Inc. and MPG capital stock. Holdings' sole source of operating income and cash flow is currently derived from AAM Inc. and MPG. Accordingly, Holdings is dependent upon the earnings and cash flows of, and cash distributions, dividends and other payments from, AAM Inc. and MPG to provide the funds necessary to meet its obligations under its guarantee. As a result, Holdings' guarantee provides little, if any, additional credit support for the Exchange Notes.

         We may be unable to repurchase the Exchange Notes upon a change of control.

        Under the indenture governing the Exchange Notes offered hereby, each holder of Exchange Notes may require us to repurchase all of such holder's Exchange Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if certain "change of control" events occur. See "Description of the Exchange Notes—Change of Control."

        However, it is possible that we will not have sufficient funds when required under the indenture to make the required repurchase of the Exchange Notes. If we fail to repurchase Exchange Notes in that circumstance, we will be in default under the indenture governing the Exchange Notes. If we are required to repurchase a significant portion of the Exchange Notes, we may require third party financing. We cannot be sure that we would be able to obtain third party financing on acceptable terms, or at all.

        The agreements governing our other indebtedness contain, and future agreements may contain, prohibitions of certain events, including events that would constitute a change of control or an asset sale and including repurchases of or other prepayments in respect of the Exchange Notes. The exercise by the holders of Exchange Notes of their right to require us to repurchase the Exchange Notes pursuant to a change of control offer could cause a default under these other agreements, even if the change of control itself does not, due to the financial effect of such repurchases on us. In the event a change of control offer is required to be made at a time when we are prohibited from purchasing the Exchange Notes, we could attempt to refinance the borrowings that contain such prohibition. If we do not obtain a consent or repay those borrowings, we will remain prohibited from purchasing the Exchange Notes. In that case, our failure to purchase tendered Exchange Notes would constitute an

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event of default under the indenture which could, in turn, constitute a default under the other indebtedness. Finally, our ability to pay cash to the holders of Exchange Notes upon a repurchase may be limited by our then existing financial resources.

         There may be no public trading market for the Exchange Notes.

        We have not applied and do not intend to apply for listing of the Exchange Notes on any securities exchange or any automated quotation system. As a result, a market for the Exchange Notes may not develop or, if one does develop, it may not be maintained. If an active market for the Exchange Notes fails to develop or be sustained, the trading price and liquidity of the Exchange Notes could be adversely affected.

         If you are able to resell your Exchange Notes, many other factors may affect the price you receive, which may be lower than you believe to be appropriate.

        If you are able to resell your Exchange Notes, the price you receive will depend on many other factors that may vary over time, including:

•

our financial performance;

•

the amount of indebtedness we have outstanding;

•

the market for similar securities;

•

market interest rates;

•

the redemption (if any) and repayment features of the Exchange Notes to be sold; and

•

the time remaining to maturity of your Exchange Notes.

        As a result of these factors, you may only be able to sell your Exchange Notes at prices below those you believe to be appropriate, including prices below the price you paid for them.

         Our financial performance and other factors could adversely impact our ability to make payments on the Exchange Notes.

        Our ability to make scheduled payments with respect to our indebtedness, including the Exchange Notes, will depend on our financial and operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.

         An adverse rating of the Exchange Notes may cause their trading price to fall.

        If a rating agency rates the Exchange Notes, it may assign a rating that is lower than the ratings assigned to our other debt. Rating agencies also may lower ratings on the Exchange Notes or our other debt in the future. If rating agencies assign a lower than expected rating or reduce, or indicate that they may reduce, their ratings of our debt in the future, the trading price of the Exchange Notes could significantly decline.

         The indenture governing the Exchange Notes will not include many of the covenants typically associated with comparably rated debt securities.

        Although the Exchange Notes are expected to be rated below investment grade at the time of this offering by both Standard & Poor's and Moody's Investors Service, they lack the protection for holders of a number of restrictive covenants typically associated with comparably rated public debt securities, including limitations on the incurrence of additional unsecured indebtedness, payment of dividends and other restricted payments, sale of assets and the use of proceeds therefrom, transactions with affiliates and dividend and other payment restrictions affecting subsidiaries. The primary restrictive covenants

14

contained in the indenture under which the Exchange Notes will be issued will limit only our ability, Holdings' ability and the Subsidiary Guarantors' ability to create certain liens, enter into certain sale-leaseback transactions and consolidate, merge or transfer assets.

         Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

        AAM Inc.'s creditors or the Subsidiary Guarantors' creditors could challenge the issuance of the Exchange Notes and the related guarantees as fraudulent conveyances or on other grounds. Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the delivery of the Exchange Notes or the guarantees could be found to be a fraudulent transfer and declared void if a court determined that AAM Inc. or the relevant Subsidiary Guarantor, at the time it incurred the indebtedness evidenced by the Exchange Note or its guarantee, as applicable, (1) delivered the Exchange Note or guarantee, as applicable, with the intent to hinder, delay or defraud its existing or future creditors; or (2) received less than reasonably equivalent value or did not receive fair consideration for the delivery of the Exchange Note or guarantee, as applicable, and any of the following three conditions apply:

•

AAM Inc. or the guarantor was insolvent or rendered insolvent by reason of delivering the Exchange Note or guarantee;

•

AAM Inc. or the guarantor was engaged in a business or transaction for which AAM Inc.'s or the guarantor's remaining assets constituted unreasonably small capital; or

•

AAM Inc. or the guarantor intended to incur, or believed that it would incur, debts beyond its ability to pay such debts at maturity.

        In addition, any payment by AAM Inc. or that guarantor pursuant to the Exchange Notes or its guarantee, as applicable, could be voided and required to be returned to AAM Inc. or the guarantor, or to a fund for the benefit of the creditors of AAM Inc. or the guarantor, as applicable. In any such case, the right of noteholders to receive payments in respect of the Exchange Notes from AAM Inc. or any such guarantor, as applicable, would be effectively subordinated to all indebtedness and other liabilities of AAM Inc. or that guarantor. The indenture governing the Exchange Notes will limit the liability of each Subsidiary Guarantor on its guarantee to the maximum amount that such Subsidiary Guarantor can incur without risk that its guarantee will be subject to avoidance as a fraudulent transfer. We cannot assure you that this limitation will protect such guarantees from fraudulent transfer challenges or, if it does, that the remaining amount due and collectible under the guarantees would suffice, if necessary, to pay the Exchange Notes in full when due.

        If a court declares the Exchange Notes or guarantees to be void, or if the Exchange Notes or guarantees must be limited or voided in accordance with their terms, any claim a noteholder may make against us or any amounts payable on the Exchange Notes would, with respect to amounts claimed against AAM Inc. or the guarantors, be subordinated to our indebtedness and the indebtedness of our guarantors, including trade payables. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, AAM Inc. or a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

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        On the basis of historical financial information, recent operating history and other factors, we believe that AAM Inc. on a consolidated basis, after giving effect to the issuance of the Exchange Notes and the guarantee of the Exchange Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

         A financial failure by any Subsidiary Guarantor may hinder payment on the Exchange Notes, as well as the enforcement of remedies under any subsidiary guarantees.

        If any of the Subsidiary Guarantors subsequently becomes a debtor subject to insolvency proceedings under the bankruptcy code, it may result in delays in the payment of the Exchange Notes and in the exercise of enforcement remedies under the Exchange Notes or any subsidiary guarantees. Provisions under the bankruptcy code or general principles of equity that could result in the impairment of your rights include the automatic stay, avoidance of preferential transfers by a trustee or a debtor-in-possession, limitations of collectability of unmatured interest or attorneys' fees and forced restructuring of the Exchange Notes.

         An increase in market interest rates could result in a decrease in the value of the Exchange Notes.

        In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase the Exchange Notes and market interest rates increase, the market value of your Exchange Notes may decline. We cannot predict the future level of market interest rates.

         If a series of Exchange Notes is rated investment grade at any time by both Standard & Poor's and Moody's Investors Service and no default or event of default has occurred or is continuing with respect to such series of Exchange Notes, AAM Inc. may elect to suspend the guarantees of the Subsidiary Guarantors with respect to such series of Exchange Notes, and the holders of such Exchange Notes will lose the protection of these guarantees.

        The indenture governing the Exchange Notes contains guarantees by the Subsidiary Guarantors that may, at the election of AAM Inc., be suspended and cease to have any effect with respect to a series of Exchange Notes from and after the first date when such series of Exchange Notes is rated investment grade by both Standard & Poor's and Moody's Investors Service. If at any time after such suspension or cessation the credit rating of such series of Exchange Notes is downgraded from an investment grade rating by Standard & Poor's or Moody's Investors Service, then the guarantees by the Subsidiary Guarantors will be reinstated with respect to such series of Exchange Notes. See "Description of the Exchange Notes—Material Covenants—Future subsidiary guarantors."

         If you do not properly tender your Restricted Notes, your ability to transfer such outstanding Restricted Notes will be adversely affected and the trading market for such Restricted Notes may be limited.

        AAM Inc. will only issue Exchange Notes in exchange for Restricted Notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal or properly transferred via book entry in accordance with the procedures described in this prospectus. Therefore, you should allow sufficient time to ensure timely delivery of the Restricted Notes and you should carefully follow the instructions on how to tender your Restricted Notes. Neither AAM Inc. nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of Restricted Notes. If you do not tender your Restricted Notes or if your tender of Restricted Notes is not accepted because you did not tender your Restricted Notes properly, then, after consummation of the exchange offers, you will continue to hold Restricted Notes that are subject to the existing transfer restrictions. After the exchange offers are consummated, if you continue

16

to hold any Restricted Notes, you may have difficulty selling them because there will be fewer Restricted Notes remaining and the market for such Restricted Notes, if any, will be much more limited than it is currently. In particular, the trading market for unexchanged Restricted Notes could become more limited than the existing trading market for the Restricted Notes and could cease to exist altogether due to the reduction in the amount of the Restricted Notes remaining upon consummation of the exchange offers. A more limited trading market might adversely affect the liquidity, market price and price volatility of such untendered Restricted Notes.

         If you are a broker-dealer or participating in a distribution of the Exchange Notes, you may be required to deliver prospectuses and comply with other requirements.

        If you tender your Restricted Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a broker-dealer that receives Exchange Notes for your own account in exchange for Restricted Notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such Exchange Notes.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of the Exchange Notes. In consideration for issuing the Exchange Notes contemplated by this prospectus, we will receive Restricted Notes in a like principal amount. Any Restricted Notes that are properly tendered and exchanged pursuant to the exchange offers will be retired and cancelled.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our consolidated ratio of earnings to fixed charges for the periods indicated. AAM incurred new debt as a result of our merger with Metaldyne Performance Group, Inc. (MPG) that was used, in part, to fund the cash consideration payable in connection with the merger, related fees and expenses, and to refinance certain existing indebtedness of MPG. The amount of new debt incurred was $2.85 billion, which consisted of borrowings under the Restricted Notes, as well as borrowings under the New Senior Secured Credit Facilities (as defined in "Description of Certain Other Indebtedness.") The pro forma ratio of earnings to fixed charges for the nine months ended September 30, 2017 and for the year ended December 31, 2016 reflect the impact of this new indebtedness as if it has been incurred on January 1, 2016, the beginning of the earliest period presented.

        For purposes of computing the ratio of earnings to fixed charges, earnings represent income before taxes, plus fixed charges, as well as adjustments for capitalized interest, the amortization of capitalized interest and earnings from equity investees. Fixed charges consist of interest expense, one-third of rental expense, which we believe to be representative of the interest portion of rental expense, and capitalized interest.

	Pro Forma
	Nine Months Ended September 30, 2017				Nine Months Ended September 30, 2017		Year Ended December 31,
			Year Ended December 31, 2016
							2016		2015		2014		2013		2012
Ratio of earnings to fixed charges		2.67		2.39		2.51		3.71		3.42		2.54		1.63		1.22

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DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS

New Senior Secured Credit Facilities

        In connection with our acquisition of MPG on April 6, 2017, Holdings and AAM Inc. entered into a credit agreement (the "Credit Agreement"), among AAM Inc., as borrower, Holdings, each financial institution party thereto as a lender (the "Lenders") and administrative agent, pursuant to which Holdings and certain of its restricted subsidiaries (including certain subsidiaries of MPG acquired as part of the acquisition) are required to guarantee the borrowings of AAM Inc. thereunder and Holdings, AAM Inc. and certain of their restricted subsidiaries are required to pledge their assets (including, without limitation, after-acquired assets), subject to certain exceptions and limitations. In connection with the Credit Agreement, Holdings, AAM Inc. and certain of their restricted subsidiaries entered into a Collateral Agreement and Guarantee Agreement with the financial institutions party thereto as collateral agent and administrative agent.

        Pursuant to the Credit Agreement, the Lenders agreed to provide a $100.0 million term loan A facility (the "Term Loan A Facility"), a $1.55 billion term loan B facility (the "Term Loan B Facility") and a $900 million multi-currency revolving credit facility (the "Revolving Credit Facility," and together with the Term Loan A Facility and the Term Loan B Facility, the "New Senior Secured Credit Facilities"). The proceeds of the Term Loan A Facility and the Term Loan B Facility were used to finance a portion of the consideration for the Acquisition, pay transaction costs, redeem in full MPG Holdco I Inc.'s 7.375% Senior Notes due 2022, and repay the existing indebtedness of AAM Inc. under its Amended and Restated Credit Agreement, dated as of January 9, 2004, amended and restated as of September 13, 2013 and as further amended, among AAM Inc., as borrower, Holdings, and each financial institution party thereto as a lender and administrative agent, as well as repay existing indebtedness of MPG under its Credit Agreement, dated as of October 20, 2014 and as amended as of May 8, 2015, among MPG Holdco I Inc., as guarantor, MPG, the subsidiary guarantors party thereto, and each financial institution party thereto as a lender and administrative agent. The proceeds of the Revolving Credit Facility will be used for general corporate purposes. We paid debt issuance costs of $53.9 million in the first nine months of 2017 related to the New Senior Secured Credit Facilities.

        The Term Loan A Facility and the Revolving Credit Facility will mature on April 6, 2022, and the Term Loan B Facility will mature on April 6, 2024. Borrowings under the New Senior Secured Credit Facilities bear interest at rates based on the applicable Eurodollar rate or alternate base rate, as AAM may elect, in each case plus an applicable margin determined based on AAM's total net leverage ratio. The alternate base rate is the greatest of (a) the prime rate of a major United States financial institution, (b) the Federal Reserve Bank of New York rate plus 0.50% and (c) the adjusted Eurodollar rate plus 1.00%. The applicable margin for Eurodollar-based loans under the New Senior Secured Credit Facilities will be between 1.25% and 2.25%.

        The Credit Agreement requires certain mandatory prepayments of outstanding loans under the Term Loan A Facility and the Term Loan B Facility, subject to certain exceptions, based on 50% of the annual excess cash flow of Holdings and its restricted subsidiaries (with step-downs to 0% based upon the total net leverage ratio, and with no prepayment required if annual excess cash flow is under a specified minimum threshold), the net cash proceeds of certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions, and the net cash proceeds of any issuance of debt not otherwise permitted under the Credit Agreement.

        The Credit Agreement permits AAM Inc. to incur incremental term loan borrowings and/or increase commitments under the Revolving Credit Facility, subject to certain limitations and the satisfaction of certain conditions, in an aggregate amount not to exceed (i) $600 million, plus (ii) certain voluntary prepayments, plus (iii) additional amounts subject to pro forma compliance with a first lien net leverage ratio for Holdings and its restricted subsidiaries.

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        The Credit Agreement contains customary affirmative and negative covenants, including, among others, financial covenants based on total net leverage and cash interest expense coverage ratios and limitations on the ability of Holdings, AAM Inc. or their restricted subsidiaries to make certain investments, declare or pay dividends or distributions on capital stock, redeem or repurchase capital stock and certain debt obligations, incur liens, incur indebtedness, or merge, make certain acquisitions or certain sales of assets. The Credit Agreement includes customary events of default, the occurrence of which would permit the lenders to, among other things, declare the principal, accrued interest and other obligations to be immediately due and payable. Upon such default, the lenders may also seek customary remedies with respect to the collateral under the Collateral Agreement.

7.75% Notes

        In 2011, we issued $200.0 million of 7.75% senior unsecured notes due 2019 (7.75% Notes).

6.625% Notes

        In 2012, we issued $550.0 million of 6.625% senior unsecured notes due 2022 (6.625% Notes). Net proceeds from the 6.625% Notes were used to fund the purchase and redemption of $250.0 million of the outstanding 5.25% senior unsecured notes, including the payment of interest, the redemption of $42.5 million aggregate principal amount of our 9.25% notes, certain pension obligations and for other general corporate purposes.

6.25% Notes

        In 2013, we issued $400.0 million of 6.25% senior unsecured notes due 2021 (6.25% Notes). Net proceeds from the 6.25% Notes were used to fund the purchase and redemption of our 7.875% Notes and for other general corporate purposes. We paid debt issuance costs of $6.6 million in 2013 related to the 6.25% Notes.

Leases

        We lease certain facilities and furniture under capital leases expiring at various dates. The gross asset cost of our capital leases was $10.1 million and $8.8 million at September 30, 2017 and December 31, 2016, respectively. The net book value included in property, plant and equipment, net on the balance sheet was $5.4 million and $5.5 million at September 30, 2017 and December 31, 2016, respectively. The weighted-average interest rate on these capital lease obligations at September 30, 2017 was 6.5%.

        We also lease certain manufacturing machinery and equipment, commercial office and production facilities, vehicles and other assets under operating leases expiring at various dates. Our total expense relating to operating leases was $26.9 million, $25.3 million and $23.6 million in 2016, 2015 and 2014, respectively.

Foreign Credit Facilities

        We utilize local currency credit facilities to finance the operations of certain foreign subsidiaries. These credit facilities, some of which are guaranteed by Holdings and/or AAM Inc., expire at various dates through July 2019. At September 30, 2017, $52.3 million was outstanding under these facilities and an additional $99.9 million was available.

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THE EXCHANGE OFFERS

Purpose and Effect of the Exchange Offers

        We and the Guarantors entered into Registration Rights Agreements with the initial purchasers of the Restricted Notes of the applicable series in which we agreed, under certain circumstances to use our reasonable efforts to file with the SEC a registration statement relating to offers to exchange the Restricted Notes for Exchange Notes, cause the registration statement to become effective under the Securities Act and complete the exchange offers within 365 days after the original issue date of the Restricted Notes (the "Issue Date"). The Exchange Notes will have terms substantially identical to the terms of such Restricted Notes and related guarantees of such series of Restricted Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to such notes will not apply. The 2025 Restricted Notes and 2027 Restricted Notes were issued on March 9, 2017.

        For each Restricted Note surrendered to us pursuant to the exchange offers, the holder who surrendered such Restricted Note will receive an Exchange Note having a principal amount equal to that of the surrendered Restricted Note. Interest on such Exchange Note will accrue (a) from the later of (i) the last interest payment date on which interest was paid on the Restricted Note surrendered in exchange therefor or (ii) if the Restricted Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (b) if no interest has been paid on such Restricted Note, from the Issue Date of the Restricted Notes.

        Under the registration rights agreements, if we and the Guarantors fail to complete the exchange offers (other than in the event we file a shelf registration statement) or the shelf registration statement, if required thereby, is not declared effective, in either case on or prior to 365 days after the Issue Date (a "Registration Default"), then additional interest will accrue on the principal amount of the applicable series of Restricted Notes that are "registrable securities" (such additional interest, the "Additional Interest"), from and including the date on which any such Registration Default shall occur to, but excluding, the date on which the Registration Default has been cured, in an amount equal to 0.25% per annum (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such additional interest continues to accrue, provided that the rate at which such additional interest accrues may in no event exceed 1.00% per annum). Following the cure of all Registration Defaults, the accrual of Additional Interest will cease. A copy of the registration rights agreements has been filed as an exhibit to the registration statement of which this prospectus is a part.

        If you wish to exchange your outstanding Restricted Notes for Exchange Notes in the exchange offers, you will be required to make the following written representations:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the Exchange Notes;

•

you are acquiring the Exchange Notes in the ordinary course of your business; and

•

you are not acting on behalf of any person or entity that could not truthfully make these representations.

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        Each broker-dealer that receives Exchange Notes for its own account in exchange for outstanding Restricted Notes, where the broker-dealer acquired the outstanding Restricted Notes as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

Resale of Exchange Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer Exchange Notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not our affiliate or an affiliate of any Guarantor within the meaning of Rule 405 under the Securities Act;

•

you do not have an arrangement or understanding with any person to participate in a distribution of the Exchange Notes;

•

you are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes; and

•

you are acquiring the Exchange Notes in the ordinary course of your business.

        If you are our affiliate or an affiliate of a Guarantor, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business:

•

you cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes.

        This prospectus may be used for an offer to resell, resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Restricted Notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes, where such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read "Plan of Distribution" for more details regarding the transfer of Exchange Notes.

Terms of the Exchange Offers

        On the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange in the exchange offers any Restricted Notes that are validly tendered and not validly withdrawn prior to the expiration date. Restricted Notes may only be tendered in a minimum denomination of $1,000 and any integral multiples thereof, and any unexchanged portion of a Restricted Note must be in a principal amount of $1,000 or any integral multiples thereof. We will issue Exchange Notes in principal amounts identical to the Restricted Notes surrendered in the exchange offers.

        The form and terms of the Exchange Notes will be identical in all material respects to the form and terms of the Restricted Notes of the corresponding series except the Exchange Notes will be

23

registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the registration rights agreement to complete the exchange offers, or file, and cause to be effective, a shelf registration statement, if required thereby, within the specified time period. The Exchange Notes will evidence the same debt as the Restricted Notes of the corresponding series. The Exchange Notes will be issued under and entitled to the benefits of the indenture that authorized the issuance of the Restricted Notes. For a description of the indenture, see "Description of the Exchange Notes."

        The exchange offers are not conditioned upon any minimum aggregate principal amount of Restricted Notes being tendered for exchange.

        As of the date of this prospectus, $700 million aggregate principal amount of the 6.250% Senior Notes due 2025 and $500 million aggregate principal amount of the 6.500% Senior Notes due 2027 that were issued in a private offering on March 9, 2017 are outstanding and unregistered. This prospectus and the letter of transmittal are being sent to all registered holders of Restricted Notes. There will be no fixed record date for determining registered holders of Restricted Notes entitled to participate in the exchange offers. We intend to conduct the exchange offers in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC. Restricted Notes that are not tendered for exchange in the exchange offers will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the indenture relating to such holders' series of Restricted Notes and the registration rights agreement except, we will not have any further obligation to you to provide for the registration of the Restricted Notes under the registration rights agreement. We will be deemed to have accepted for exchange properly tendered Restricted Notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us and delivering Exchange Notes to holders. Subject to the terms of the registration rights agreement, we expressly reserve the right to amend or terminate the exchange offers and to refuse to accept the occurrence of any of the conditions specified below under "—Conditions to the Exchange Offers."

        If you tender your Restricted Notes in the exchange offers, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of Restricted Notes. We will pay all charges and expenses, other than certain applicable taxes described below in connection with the exchange offers. It is important that you read "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offers.

Expiration Date; Extensions, Amendments

        As used in this prospectus, the term "expiration date" means 11:59 p.m., New York City time, on                  , 2017. However, if we, in our sole discretion, extend the period of time for which the exchange offers are open, the term "expiration date" will mean the latest time and date to which we shall have extended the expiration of such exchange offer.

        To extend the period of time during which the exchange offers are open, we will notify the exchange agent of any extension by written notice, followed by notification by press release or other public announcement to the registered holders of the Restricted Notes no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We expressly reserve the right, so long as applicable law allows:

•

to delay our acceptance of Restricted Notes for exchange;

•

to terminate the exchange offers if any of the conditions set forth under "—Conditions to the Exchange Offers" exist;

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•

to waive any condition to the exchange offers;

•

to amend any of the terms of the exchange offers; and

•

to extend the Expiration Date and retain all Restricted Notes tendered in the exchange offers, subject to your right to withdraw your tendered Restricted Notes as described under "—Withdrawal of Tenders." Any waiver or amendment to the exchange offers will apply to all Restricted Notes tendered, regardless of when or in what order the Restricted Notes were tendered. If the exchange offers are amended in a manner that we think constitutes a material change, or if we waive a material condition of the exchange offers, we will promptly disclose the amendment or waiver in a manner reasonably calculated to inform the holders of Restricted Notes of the amendment or waiver, and we will extend the exchange offers to the extent required by Rule 14-e under the Exchange Act.

        We will promptly follow any delay in acceptance, termination, extension or amendment by oral or written notice of the event to the exchange agent, followed promptly by oral or written notice to the registered holders. Should we choose to delay, extend, amend or terminate the exchange offers, we will have no obligation to publish, advertise or otherwise communicate this announcement, other than by making a timely release to a financial news service.

        In the event we terminate the exchange offers, all Restricted Notes previously tendered and not accepted for payment will be returned promptly to the tendering holders.

        In the event that the exchange offers are withdrawn or otherwise not completed, Exchange Notes will not be given to holders of Restricted Notes who have validly tendered their Restricted Notes.

Acceptance of Restricted Notes for Exchange

        In all cases, the Company will promptly issue Exchange Notes for outstanding Restricted Notes that it has accepted for exchange under the exchange offers only after the exchange agent timely receives:

•

outstanding Restricted Notes or a timely book-entry confirmation of such outstanding Restricted Notes into the exchange agent's account at DTC; and

•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By tendering outstanding Restricted Notes pursuant to the exchange offers, you will represent to us that, among other things:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act or, if you are such an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the Exchange Notes;

•

you are acquiring the Exchange Notes in the ordinary course of your business; and

•

you are not acting on behalf of any person or entity that could not truthfully make these representations.

25

        In addition, each broker-dealer that is to receive Exchange Notes for its own account in exchange for outstanding Restricted Notes must represent that such outstanding Restricted Notes were acquired by that broker-dealer as a result of market-making activities or other trading activities and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution."

        The Company will interpret the terms and conditions of the exchange offers, including the letter of transmittal and the instructions to the letter of transmittal, and will resolve all questions as to the validity, form, eligibility, including time of receipt, and acceptance of outstanding Restricted Notes tendered for exchange. Our determinations in this regard will be final and binding on all parties. The Company reserves the absolute right to reject any and all tenders of any particular outstanding Restricted Notes not properly tendered or not to accept any particular Restricted Notes if the acceptance might, in its or its counsel's judgment, be unlawful. We also reserve the absolute right to waive any defects or irregularities as to any particular outstanding Restricted Notes prior to the Expiration Date.

        Unless waived, any defects or irregularities in connection with tenders of outstanding Restricted Notes for exchange must be cured within such reasonable period of time as we determine. None of the Company, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of outstanding Restricted Notes for exchange, nor will any of them incur any liability for any failure to give notification. Any outstanding Restricted Notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, promptly after the Expiration Date.

Procedures for Tendering Restricted Notes

        To tender your outstanding Restricted Notes in the exchange offers, you must comply with either of the following:

•

complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth on the inside back cover of this prospectus prior to the Expiration Date; or

•

comply with the procedures of the Automated Tender Offer Program of the DTC described below.

        In addition, either:

•

the exchange agent must receive certificates for outstanding Restricted Notes along with the letter of transmittal prior to the Expiration Date; or

•

the exchange agent must receive a timely confirmation of book-entry transfer of outstanding Restricted Notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message prior to the Expiration Date.

        Your tender, if not withdrawn prior to the Expiration Date, constitutes an agreement between us and you upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

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        If you wish to exchange your outstanding Restricted Notes for Exchange Notes in the exchange offers, you will be required to make the written representations as set forth in "—Purpose and Effect of the Exchange Offers."

        The method of delivery of outstanding Restricted Notes, letters of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the Expiration Date. You should not send letters of transmittal or certificates representing outstanding Restricted Notes to us. You may request that your broker, dealer, commercial bank, trust company or nominee effect the above transactions for you.

        If you are a beneficial owner whose outstanding Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your outstanding Restricted Notes, you should promptly contact your registered holder and instruct the registered holder to tender on your behalf.

        Signatures on the letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17A(d)-15 under the Exchange Act unless the outstanding Restricted Notes surrendered for exchange are tendered:

•

by a registered holder of the outstanding Restricted Notes who has not completed the box entitled "Special Registration Instructions" or "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible guarantor institution.

        If the letter of transmittal is signed by a person other than the registered holder of any Restricted Notes listed on the outstanding Restricted Notes, such outstanding Restricted Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding Restricted Notes, and an eligible guarantor institution must guarantee the signature on the bond power.

        If the letter of transmittal, any certificates representing outstanding Restricted Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should also indicate when signing and, unless waived by us, they should also submit evidence satisfactory to us of their authority to so act.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender Restricted Notes. Participants in the program may, instead of physically completing and signing the letter of transmittal and delivering it to the exchange agent, electronically transmit their acceptance of the exchange by causing DTC to transfer the Restricted Notes to the exchange agent in accordance with DTC's Automated Tender Offer Program procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding Restricted Notes that are the subject of the book- entry confirmation;

•

the participant has received and agrees to be bound by the terms of the letter of transmittal; and

•

we may enforce that agreement against such participant.

27

Book-Entry Transfer

        The exchange agent will seek to establish a new account or utilize an existing account with respect to the Restricted Notes at DTC promptly after the date of this prospectus. Any financial institution that is a participant in the DTC system and whose name appears on a security position listing as the owner of the Restricted Notes may make book-entry delivery of Restricted Notes by causing DTC to transfer such Restricted Notes into the exchange agent's account. The confirmation of a book-entry transfer of Restricted Notes into the exchange agent's account at DTC is referred to in this prospectus as a "book-entry confirmation." Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent.

Other Matters

        Exchange Notes will be issued in exchange for Restricted Notes accepted for exchange only after timely receipt by the exchange agent of:

•

certificates for (or a timely book-entry confirmation with respect to) your Restricted Notes;

•

a properly completed and duly executed letter of transmittal or facsimile thereof with any required signature guarantees, or, in the case of a book-entry transfer, an agent's message; and

•

any other documents required by the letter of transmittal.

        We will determine, in our sole discretion, all questions as to the form of all documents, validity, eligibility, including time of receipt, and acceptance of all tenders of Restricted Notes. There will be no guaranteed delivery procedures for the exchange offers. Our determination will be final and binding on all parties. Alternative, conditional or contingent tenders of Restricted Notes will not be considered valid. We reserve the absolute right to reject any or all tenders of Restricted Notes that are not in proper form or the acceptance of which, in our opinion, would be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular Restricted Notes.

        Our interpretation of the terms and conditions of the exchange offers, including the instructions in the accompanying letter of transmittal, will be final and binding.

        Any defect or irregularity in connection with tenders of Restricted Notes must be cured within the time we determine, unless waived by us. We will not consider the tender of Restricted Notes to have been validly made until all defects and irregularities have been waived by us or cured. None of the Company, the exchange agent or any other person will be under any duty to give notice of any defects or irregularities in tenders of Restricted Notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, you may withdraw your tender of Restricted Notes at any time prior to the Expiration Date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal at the address set forth on the inside of the back cover of this prospectus; or

•

you must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the Restricted Notes to be withdrawn;

28

•

identify the Restricted Notes to be withdrawn, including the certificate numbers and principal amount of the Restricted Notes;

•

be signed by the person who tendered the Restricted Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and

•

specify the name in which the Restricted Notes are to be re-registered, if different from that of the withdrawing holder.

        If Restricted Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of DTC.

        We will determine in our sole discretion all questions as to validity, form, eligibility and time of receipt of any withdrawal notices. Our determination will be final and binding on all parties. We will deem any Restricted Notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offers.

        Any Restricted Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder or, in the case of Restricted Notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, such Restricted Notes will be credited to an account maintained with DTC for the Restricted Notes. This return or crediting will take place promptly after withdrawal, rejection of tender or termination of the exchange offers. You may retender properly withdrawn Restricted Notes by following one of the procedures described under "—Procedures for Tendering Restricted Notes" at any time on or prior to the Expiration Date.

Conditions to the Exchange Offer

        Despite any other term of the exchange offers, the Company will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any outstanding Restricted Notes and it may terminate or amend the exchange offers as provided in this prospectus prior to the Expiration Date if in its reasonable judgment:

•

the exchange offers or the making of any exchange by a holder violates any applicable law or interpretation of the SEC;

•

any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offers that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offers; or

•

any law, rule or regulation or applicable interpretations of the staff of the SEC have been issued or promulgated, which, in our good faith determination, does not permit us to effect either of the exchange offers.

        The Company expressly reserves the right at any time or at various times to extend the period of time during which the exchange offers is open. Consequently, the Company may delay acceptance of any Restricted Notes by giving oral or written notice of such extension to their holders. The Company will return any outstanding Restricted Notes that it does not accept for exchange for any reason without expense to their tendering holder promptly after the expiration or termination of the exchange offers.

        The Company expressly reserves the right to amend or terminate the exchange offers and to reject for exchange any outstanding Restricted Notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offers specified above. The Company will give oral or written notice of any extension, amendment, non-acceptance or termination of the exchange offers

29

to the holders of the outstanding Restricted Notes as promptly as practicable. In the case of any extension of the exchange offers, such notice will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

        These conditions are for our sole benefit, and the Company may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times prior to the Expiration Date in our sole discretion. If the Company fails at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that it may assert at any time or at various times prior to the Expiration Date.

        In addition, the Company will not accept for exchange any outstanding Restricted Notes tendered, and will not issue Exchange Notes in exchange for any such outstanding Restricted Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture governing the Exchange Notes under the Trust Indenture Act of 1939, as amended.

Consequences of Failing to Exchange

        If you do not exchange your Restricted Notes for Exchange Notes in the exchange offers, you will remain subject to the restrictions on transfer of the Restricted Notes:

•

as set forth in the legend printed on the Restricted Notes as a consequence of the issuance of the Restricted Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•

otherwise set forth in the offering memoranda distributed in connection with the private offerings of the Restricted Notes.

        In general, you may not offer or sell the Restricted Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Upon completion of the exchange offers, we are under no obligation to, and do not intend to, register resales of the outstanding Restricted Notes under the Securities Act.

Accounting Treatment

        The Exchange Notes will be recorded at the same carrying value as the Restricted Notes, as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offers. The expenses of the exchange offers and the remaining unamortized expenses related to the issuance of the Restricted Notes will be amortized over the term of the Exchange Notes.

Exchange Agent

        U.S. Bank National Association has been appointed as exchange agent for the exchange offers. You should direct questions and requests for assistance, requests for additional copies of this prospectus, the letter of transmittal or any other documents to the exchange agent. You should send certificates for Restricted Notes, letters of transmittal and any other required documents to the exchange agent at the address set forth below:

U.S. Bank National Association
535 Griswold Street, Suite 550
Detroit, Michigan 48226
Attention: James Kowalski

30

Information Agent

        U.S. Bank National Association has been appointed as information agent for the exchange offers. Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the information agent at the address and telephone number set forth on the inside of the back cover of this prospectus. Holders of Restricted Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offers.

Resale of Exchange Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer Exchange Notes issued in the exchange offers without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act;

•

you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if you are a broker-dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the Exchange Notes; and

•

you are acquiring the Exchange Notes in the ordinary course of your business.

        If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the Exchange Notes, or are not acquiring the Exchange Notes in the ordinary course of your business:

•

You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC.

        This prospectus may be used for an offer to resell, resale or other transfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding Restricted Notes as a result of market-making activities or other trading activities may participate in the exchange offers. Each broker-dealer that receives Exchange Notes for its own account in exchange for outstanding Restricted Notes, where such outstanding Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read "Plan of Distribution" for more details regarding the transfer of Exchange Notes.

Fees and Expenses

        We will bear the expenses of soliciting tenders pursuant to the exchange offers. The principal solicitation for tenders pursuant to the exchange offer is being made by electronic transmission. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telecopy, mail or telephone.

31

        We will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offers. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its related reasonable out-of-pocket expenses and accounting and legal fees.

        We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the unregistered notes and in handling or forwarding tenders for exchange.

        We will pay all transfer taxes applicable to the transfer and exchange of Restricted Notes pursuant to the exchange offers. If, however:

•

delivery of the Exchange Notes and/or certificates for Restricted Notes for principal amounts not exchanged, are to be made to any person other than the record holder of the Restricted Notes tendered;

•

tendered certificates for Restricted Notes are recorded in the name of any person other than the person signing any letter of transmittal; or

•

a transfer tax is imposed for any reason other than the transfer and exchange of Restricted Notes to us or our order,

the amount of any such transfer taxes, whether imposed on the record holder or any other person, will be payable by the tendering holder prior to the issuance of the Exchange Notes. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

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DESCRIPTION OF THE EXCHANGE NOTES

The following description is only a summary of the material provisions of the Exchange Notes and the indenture (defined below). This description does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, all of the provisions of the Exchange Notes and the indenture. We urge you to read the indenture and the form of the notes, which you may obtain from us upon request. You will find the definitions of capitalized terms used in this description under the heading "—Certain Definitions." As used in this description, all references to the "Issuer," "we," "us" or "our" mean American Axle & Manufacturing, Inc., excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries, and all references to "Holdings" mean American Axle & Manufacturing Holdings, Inc., our parent corporation, excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. Holdings has no material operations or assets other than its ownership of 100% of the issued and outstanding common stock of the Issuer.

General

        We will issue the 6.250% notes due 2025 (the "2025 Exchange Notes") and the 6.500% notes due 2027 (the "2027 Exchange Notes" and, together with the 2025 Exchange Notes, the "Exchange Notes") pursuant to the Indenture dated as of November 3, 2011, as amended and supplemented from time to time, among American Axle & Manufacturing, Inc., as issuer, American Axle & Manufacturing Holdings, Inc., as guarantor, the Subsidiary Guarantors (as defined herein), and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated March 23, 2017, among Holdings, AAM Inc., Alpha SPV I, Inc., certain subsidiary guarantors and the Trustee, and the Second Supplemental Indenture, dated May 17, 2017, among Holdings, AAM Inc., certain subsidiary guarantors and the Trustee (collectively, the "indenture"). The terms of the Exchange Notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended.

Principal, Maturity and Interest

        The 2025 Exchange Notes initially will be limited to $700,000,000 aggregate principal amount and will mature on April 1, 2025. The 2025 Exchange Notes will bear interest at the rate of 6.25% per year on the principal amount thereof until April 1, 2025.

        The 2027 Exchange Notes initially will be limited to $500,000,000 aggregate principal amount and will mature on April 1, 2027. The 2027 Exchange Notes will bear interest at the rate of 6.50% per year on the principal amount thereof until April 1, 2027.

        The Exchange Notes will accrue interest from the most recent interest payment date for which interest had been paid or duly provided for on the relevant Restricted Notes. Interest will be payable on the Exchange Notes semi-annually in arrears on April 1 and October 1 of each year, to holders of record at the close of business on the March 15 or September 15 immediately preceding such interest payment date. Each payment of interest on the Exchange Notes will include interest accrued from the period commencing on and including the immediately preceding interest payment day through the day before the applicable interest payment date (or redemption date, as the case may be). Any payment required to be made on any day that is not a business day will be made on the next succeeding business day.

        Interest will cease to accrue on an Exchange Note upon its maturity or redemption. We may not reissue an Exchange Note that has matured or been redeemed or otherwise canceled, except for registration of transfer, exchange or replacement of such Exchange Note.

        The indenture provides that we have the ability to issue additional notes in series, including additional notes of the same series, having the same ranking and the same interest rate, maturity and

33

other terms, as the Exchange Notes of the applicable series issued hereby. Any additional notes having the same terms as a series of Exchange Notes offered hereby and designated as the same series and class of notes will, together with such Exchange Notes offered hereby, constitute a single series of the Exchange Notes under the indenture. However, in the event that any such additional notes are not fungible with the Exchange Notes of such series issued hereby for U.S. federal income tax purposes, such non-fungible additional notes of that series will be issued with a separate CUSIP number so that they are distinguishable from the Exchange Notes of such series issued hereby. The Exchange Notes will be payable at the office of the paying agent, which initially will be an office or agency of the trustee, or an office or agency maintained by us for such purpose, in the Borough of Manhattan, The City of New York.

Guarantees

        Holdings and each of the Subsidiary Guarantors, will, jointly and severally, fully and unconditionally guarantee on a senior unsecured basis the Issuer's obligations under the Exchange Notes and the indenture. Each guarantee by a Subsidiary Guarantor will provide by its terms that it will be automatically, fully and unconditionally released and discharged upon:

(1)

any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Subsidiary Guarantor, or the sale or disposition of all the assets of such Subsidiary Guarantor, which sale, exchange, transfer or disposition is made in compliance with the applicable provisions of the indenture;



(2)

the exercise by the Issuer of its legal defeasance option or covenant defeasance option or the discharge of the Issuer's obligations under the indenture in accordance with the terms of the indenture; or



(3)

the election of the Issuer to effect such a release following the Suspension Date as described under "—Material Covenants—Future subsidiary guarantors."

        The obligations of each Subsidiary Guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Ranking

        The indebtedness evidenced by the Exchange Notes and the guarantees will be unsecured and will rank pari passu in right of payment to the senior indebtedness of the Issuer and the Guarantors, respectively.

        The Exchange Notes are unsecured obligations of the Issuer. Secured debt and other secured obligations of the Issuer (including obligations with respect to the Credit Agreement) will be effectively senior to the Exchange Notes to the extent of the value of the assets securing such debt or other obligations.

        As of September 30, 2017, there was outstanding:

•

$4,175.5 million of senior indebtedness of the Issuer, $1,624.4 million of which is secured;

•

$4.6 million of senior indebtedness of the Guarantors, all of which is secured; and

•

$75.2 million of total indebtedness of the non-guarantor Subsidiaries of the Issuer.

        Not all of our Subsidiaries will guarantee the Exchange Notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor Subsidiaries, including any of our foreign Subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those entities before any assets are made available for

34

distribution to us. As a result, the Exchange Notes will effectively be subordinated to the prior payment of all of the liabilities of our non-guarantor Subsidiaries.

        As of September 30, 2017, the non-guarantor Subsidiaries of AAM Inc. and MPG had total assets (net of intercompany receivables) of $3,225.7 million and total liabilities (net of intercompany notes and payables) of $909.6 million (including indebtedness of $75.2 million). For the nine months ended September 30, 2017, the non-guarantor Subsidiaries of AAM Inc. and MPG had net sales of $2,585.4 million (excluding intercompany sales) and generated net income attributable to AAM Inc. of $242.6 million. See note 15 to Holdings' condensed consolidated financial statements as of September 30, 2017, as included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017.

Optional Redemption

        On and after April 1, 2020, in the case of the 2025 Exchange Notes, and on and after April 1, 2022, in the case of the 2027 Exchange Notes, we will be entitled at our option to redeem all or a portion of the applicable series of 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:

2025 Exchange Notes

Period	Redemption Price
2020		104.688	%
2021		103.125	%
2022		101.563	%
2023 and thereafter		100.000	%

2027 Exchange Notes

Period	Redemption Price
2022		103.250	%
2023		102.167	%
2024		101.083	%
2025 and thereafter		100.000	%

        Prior to April 1, 2020, in the case of the 2025 Exchange Notes, and prior to April 1, 2022, in the case of the 2027 Exchange Notes, we will be entitled at our option to redeem all or a portion of the applicable series of Exchange Notes at a redemption price equal to 100% of the principal amount of the applicable series of Exchange Notes plus the Applicable Premium plus accrued and unpaid interest to the redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date). Notice of such redemption must be mailed by first-class mail to each holder's registered address or delivered electronically, not less than 30 nor more than 60 days prior to the redemption date.

        In addition, we may on any one or more occasions prior to April 1, 2020 redeem up to 35% of the original principal amount of the Exchange Notes of any series (calculated after giving effect to any issuance of additional notes for such series) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 106.25%, in the case of the 2025 Exchange Notes, or 106.50%, in the case of the 2027 Exchange Notes, of the principal amount thereof, plus accrued and unpaid

35

interest, if any, to the applicable redemption date (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date); provided that:

(1)

at least 65% of the original principal amount of the Exchange Notes of the applicable series (calculated after giving effect to any issuance of additional notes for the applicable series) remains outstanding after each such redemption; and



(2)

the redemption occurs within 90 days after the closing of such Equity Offering.

        We will mail or deliver electronically notice of any redemption at least 30 days, but not more than 60 days, before the date of redemption to each holder of the Exchange Notes to be redeemed. If less than all the Exchange Notes are to be redeemed at any time, the trustee will select the Exchange Notes to be redeemed on a pro rata basis or by any other method the trustee deems fair and appropriate. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the Exchange Notes or portions thereof called for redemption.

Change of Control

        Upon the occurrence of a Change of Control, the Issuer will make an offer (a "Change of Control Offer") to each holder of Exchange Notes to repurchase all or any part of each holder's Exchange Notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date. Within 30 days following any Change of Control, the Issuer will (i) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and (ii) send, by first-class mail, with a copy to the trustee, a notice to each registered holder of Exchange Notes stating: (1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the indenture and that all Exchange Notes timely tendered will be accepted for payment; (2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"); (3) the circumstances and relevant facts regarding the Change of Control (including information with respect to pro forma historical income, cash flow and capitalization after giving effect to the Change of Control) and (4) the procedures that holders of Exchange Notes must follow in order to tender their Exchange Notes (or portions thereof) for payment, and the procedures that holders of Exchange Notes must follow in order to withdraw an election to tender Exchange Notes (or portions thereof) for payment.

        The Issuer shall comply with the requirements of Rule 14e of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and any other securities laws or regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Exchange Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the terms of the Exchange Notes, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the indenture by virtue of such compliance.

        On the Change of Control Payment Date, the Issuer will, to the extent lawful, (1) accept for payment all Exchange Notes or portions thereof properly tendered pursuant to the Change of Control Offer; (2) deposit with the paying agent an amount equal to the Change of Control Purchase Price in respect of all Exchange Notes or portions thereof properly tendered and (3) deliver or cause to be delivered to the trustee the Exchange Notes properly accepted together with an officers' certificate stating the aggregate principal amount of Exchange Notes or portions thereof being purchased by the Issuer. The paying agent will promptly mail to each registered holder of Exchange Notes properly tendered the Change of Control Purchase Price for such Exchange Notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in

36

principal amount to any unpurchased portion of the Exchange Notes surrendered by such holder, if any; provided that each such new note will be in a principal amount of $1,000 or an integral multiple thereof.

        The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The Issuer will not be required to make a Change of Control Offer upon 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 herein and all other provisions of the indenture and terms of the Exchange Notes applicable to a Change of Control Offer made by the Issuer and purchases all Exchange Notes validly tendered and not withdrawn under such Change of Control Offer. For the avoidance of doubt, the Merger does not constitute a Change of Control for purposes of this provision.

Material Covenants

Consolidation, merger, sale or conveyance.

        (a)   The indenture provides that neither the Issuer nor Holdings may consolidate with or merge into any other entity or convey, transfer or lease their properties and assets substantially as an entirety to any entity, unless:

•

the successor or transferee entity, if other than the Issuer or Holdings, as the case may be, is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes by a supplemental indenture executed and delivered to the trustee, in form reasonably satisfactory to the trustee, the due and punctual payment of the principal of, any premium on and any interest on all the outstanding notes and the performance of every covenant and obligation in the indenture to be performed or observed by the Issuer or Holdings, as the case may be;

•

immediately after giving effect to the transaction, no Event of Default, as defined in the indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

•

the Issuer or Holdings, as the case may be, has delivered to the trustee an officers' certificate and an opinion of counsel, each in the form required by the indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction.

        In case of any such consolidation, merger, conveyance or transfer, the successor entity will succeed to and be substituted for the Issuer or Holdings, as the case may be, as obligor or guarantor on the Exchange Notes, as the case may be, with the same effect as if it had been named in the indenture as the Issuer or Holdings, as the case may be.

        (b)   No Subsidiary Guarantor may consolidate with or merge into any other entity or convey, transfer or lease their properties and assets substantially as an entirety to any entity, unless:

•

the successor or transferee entity, if not a Subsidiary Guarantor prior to such merger, conveyance, transfer or lease, 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 expressly assumes, by a supplemental indenture, all the obligations of such Subsidiary under its guarantee; provided, however, that the foregoing shall not apply in the case of a Subsidiary Guarantor (x) that has been, or will be as a result of the subject transaction, disposed of in its entirety to another Person (other than to the Issuer, Holdings or an affiliate of the Issuer or Holdings), whether

37

through a merger, consolidation or sale of Capital Stock or assets or (y) that, as a result of the disposition of all or a portion of its Capital Stock, ceases to be a Subsidiary;

•

immediately after giving effect to the transaction, no Event of Default, as defined in the indenture, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and

•

the Issuer has delivered to the trustee an officers' certificate and an opinion of counsel, each in the form required by the indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the foregoing provisions relating to such transaction.

Limitation on liens.

        The Issuer and Holdings will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume or guarantee any indebtedness for money borrowed ("Debt") secured by a Mortgage upon any Operating Property, or upon shares of Capital Stock or Debt issued by any Restricted Subsidiary and owned by the Issuer or Holdings or any Restricted Subsidiary, whether owned at the date of the indenture (November 3, 2011) or thereafter acquired, without effectively providing concurrently that the Exchange Notes of each series then outstanding under the indenture are secured equally and ratably with or, at our option, prior to such Debt so long as such Debt shall be so secured.

        The foregoing restriction shall not apply to, and there shall be excluded from Debt in any computation under such restriction, Debt secured by:

(1)

Mortgages on any property existing at the time of the acquisition thereof;



(2)

Mortgages on property of a corporation existing at the time such corporation is merged into

or consolidated with the Issuer or Holdings or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of such corporation (or a division thereof) as an entirety or substantially as an entirety to us, Holdings or a Restricted Subsidiary; provided that any such Mortgage does not extend to any property owned by us, Holdings or any Restricted Subsidiary immediately prior to such merger, consolidation, sale, lease or disposition;

(3)

Mortgages on property of a corporation existing at the time such corporation becomes a Restricted Subsidiary;



(4)

Mortgages in favor of the Issuer, Holdings or a Restricted Subsidiary;



(5)

Mortgages to secure all or part of the cost of acquisition, construction, development or improvement of the underlying property, or to secure debt incurred to provide funds for any such purpose; provided that the commitment of the creditor to extend the credit secured by any such Mortgage shall have been obtained no later than 360 days after the later of (a) the completion of the acquisition, construction, development or improvement of such property or (b) the placing in operation of such property;



(6)

Mortgages in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments; and



(7)

Mortgages existing on the date of the indenture or any extension, renewal, replacement or refunding of any Debt secured by a Mortgage existing on the date of the indenture or referred to in clauses (1) to (3) or (5); provided that any such extension, renewal, replacement or refunding of such Debt shall be created within 360 days of repaying the Debt secured by the Mortgage referred to in clauses (1) to (3) or (5) and the principal amount of the Debt

38

secured thereby and not otherwise authorized by clauses (1) to (3) or (5) shall not exceed the principal amount of Debt, plus any premium or fee payable in connection with any such extension, renewal, replacement or refunding, so secured at the time of such extension, renewal, replacement or refunding; provided further that this clause (7) shall not include Mortgages securing Debt incurred under the Credit Agreement or any extension, renewal, replacement or refunding thereof.

        Notwithstanding the restrictions described above, the Issuer, Holdings and any Restricted Subsidiaries may create, incur, issue, assume or guarantee Debt secured by Mortgages without equally and ratably securing the Exchange Notes of each series then outstanding if, at the time of such creation, incurrence, issuance, assumption or guarantee, after giving effect thereto and to the retirement of any Debt which is concurrently being retired, the aggregate amount of all such Debt secured by Mortgages which would otherwise be subject to such restrictions (other than any Debt secured by Mortgages permitted as described in clauses (1) through (7) of the immediately preceding paragraph) plus all Attributable Debt of the Issuer, Holdings and the Restricted Subsidiaries in respect of Sale and Leaseback Transactions with respect to Operating Properties (with the exception of such transactions which are permitted under clauses (1) through (4) of the first sentence of the first paragraph under "—Limitation on sale and leaseback transactions" below) does not exceed 10% of Consolidated Net Tangible Assets.

Limitation on sale and leaseback transactions.

        The Issuer and Holdings will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Operating Property unless:

(1)

the Sale and Leaseback Transaction is solely with the Issuer, Holdings or another Restricted Subsidiary;



(2)

the lease is for a period not in excess of 24 months, including renewals;



(3)

the Issuer, Holdings or such Restricted Subsidiary would (at the time of entering into such arrangement) be entitled as described in clauses (1) through (7) of the second paragraph under the heading "—Limitation on liens," without equally and ratably securing the notes then outstanding under the indenture, to create, incur, issue, assume or guarantee Debt secured by a Mortgage on such Operating Property in the amount of the Attributable Debt arising from such Sale and Leaseback Transaction;



(4)

the Issuer, Holdings or such Restricted Subsidiary within 360 days after the sale of such Operating Property in connection with such Sale and Leaseback Transaction is completed, applies an amount equal to the greater of (A) the net proceeds of the sale of such Operating Property or (B) the fair market value of such Operating Property to (i) the retirement of notes, other Funded Debt of the Issuer or Holdings ranking on a parity with the Exchange Notes or Funded Debt of a Restricted Subsidiary or (ii) the purchase of Operating Property; or



(5)

the Attributable Debt of the Issuer, Holdings and our Restricted Subsidiaries in respect of such Sale and Leaseback Transaction and all other Sale and Leaseback Transactions entered into after the date of the indenture (other than any such Sale and Leaseback Transaction as would be permitted as described in clauses (1) through (4) of this sentence), plus the aggregate principal amount of Debt secured by Mortgages on Operating Properties then outstanding (not including any such Debt secured by Mortgages described in clauses (1) through (7) of the second paragraph under the heading "—Limitation on liens") which do not equally and ratably secure such outstanding notes (or secure such outstanding notes on a basis

39

that is prior to other Debt secured thereby), would not exceed 10% of Consolidated Net Tangible Assets.

Future subsidiary guarantors.

        The Issuer will cause each of its Subsidiaries that is not a Subsidiary Guarantor and that guarantees any Guarantee Indebtedness of the Issuer or any Guarantor to execute and deliver to the trustee a supplemental indenture pursuant to which such Subsidiary will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Exchange Notes on an unsecured and unsubordinated basis and all other obligations under the indenture.

        The guarantee of the Exchange Notes by any Subsidiary Guarantor will be released and discharged as described under "—Guarantees."

        The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its guarantee or pursuant to its contribution obligations under the indenture, result in the obligations of such Subsidiary Guarantor under its guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

        Following the first day (the "Suspension Date"):

(1)

a series of Exchange Notes has an Investment Grade Rating from both of the Ratings Agencies; and



(2)

no Default has occurred and is continuing under the indenture with respect to such series of Exchange Notes;

Holdings, the Issuer and their Subsidiaries will not be subject to the provisions of this covenant with respect to such series of Exchange Notes.

        In addition, upon the occurrence of a Suspension Date for a series of Exchange Notes, the Issuer may elect, by delivering written notice thereof to the trustee, to suspend the guarantees of the Subsidiary Guarantors with respect to such series of Exchange Notes.

        If at any time the credit rating of a series of Exchange Notes is downgraded from an Investment Grade Rating by any Ratings Agency or if a Default or Event of Default occurs and is continuing with respect to such series of Exchange Notes, then (i) this covenant will thereafter be reinstated with respect to such series of Exchange Notes, unless and until such series of Exchange Notes subsequently attains an Investment Grade Rating and no Default or Event of Default is in existence for such series of Exchange Notes (in which event this covenant shall no longer be in effect for such time that such series of Exchange Notes maintains an Investment Grade Rating and no Default or Event of Default is in existence with respect to such series of Exchange Notes) and (ii) the guarantees of the Subsidiary Guarantors with respect to such series of Exchange Notes previously suspended will be automatically reinstated.

        There can be no assurance that the Exchange Notes will ever achieve or maintain an Investment Grade Rating.

Events of Default; Waiver and Notice

        An event of default is defined in the indenture with respect to a series of Exchange Notes as:

(a)

default for 30 days in payment of any interest on the Exchange Notes of such series when it becomes due and payable;

40

(b)

default in payment of principal of or any premium on the Exchange Notes of such series at maturity or redemption or repurchase price when the same becomes due and payable;



(c)

default by the Issuer or Holdings in the performance of any other covenant contained in the indenture for the benefit of such Exchange Notes that has not been remedied by the end of a period of 60 days after notice is given as specified in the indenture;



(d)

the guarantee with respect to such Exchange Notes of (i) Holdings or (ii) any Subsidiary Guarantor that is a Significant Subsidiary or a group of Subsidiary Guarantors which collectively (as of the latest audited consolidated financial statements for Holdings) would constitute a Significant Subsidiary, in each case, ceases to be in full force and effect or is declared null and void or Holdings or any such Subsidiary Guarantor denies that it has any further liability under its guarantee to the holders of such Exchange Notes, or has given notice to such effect (other than by reason of the termination of the indenture or the release of such guarantee in accordance with the indenture), and such condition shall have continued for a period of 30 days after notice is given as specified in the indenture;



(e)

default in the payment of principal of such Exchange Notes when due or resulting in acceleration of other indebtedness of the Issuer, Holdings or any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $100 million and such acceleration has not been rescinded or annulled or such indebtedness repaid within a period of 30 days after written notice to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount at maturity of such notes; provided that if any such default is cured, waived, rescinded or annulled, then the event of default by reason thereof would be deemed not to have occurred;



(f)

failure by Holdings, the Issuer or any Significant Subsidiary to pay final and nonappealable judgments aggregating in excess of $100 million (net of any amounts that are covered by insurance issued by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 30 days after such judgment becomes final; and



(g)

certain events of bankruptcy, insolvency and reorganization of the Issuer, Holdings or a Significant Subsidiary.

        When we refer to a "Significant Subsidiary," we mean any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of the Securities Act as in effect on the date of the indenture.

        The indenture provides that, with respect to a series of Exchange Notes:

•

if an event of default described in clause (a), (b), (c), (d), (e) or (f) above has occurred and is continuing with respect to such Exchange Notes, either the trustee or the holders of not less than 25% in aggregate principal amount of such Exchange Notes may declare the principal amount of such Exchange Notes then outstanding, and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately;

•

upon certain conditions such declarations may be annulled and past defaults (except for defaults in the payment of principal of, any premium on or interest on such Exchange Notes and in compliance with certain covenants) may be waived by the holders of a majority in aggregate principal amount of such Exchange Notes then outstanding; and

•

if an event of default described in clause (g) occurs and is continuing, then the principal amount of all such Exchange Notes issued under the indenture and then outstanding, together with any accrued interest through the occurrence of such event, shall become and be due and payable immediately, without any declaration or other act by the trustee or any other holder.

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Under the indenture, the trustee must give to the holders of Exchange Notes notice of all uncured defaults known to it with respect to the Exchange Notes within 90 days after such a default occurs (the term default to include the events specified above without notice or grace periods); provided that, except in the case of default in the payments of principal of, any premium on, any of the Exchange Notes, the trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the interests of the holders of the Exchange Notes.

No holder may institute any action under the indenture with respect to a series of Exchange Notes unless:

•

such holder has given the trustee written notice of a continuing event of default with respect to such Exchange Notes;

•

the holders of not less than 25% in aggregate principal amount of such Exchange Notes then outstanding have requested the trustee to institute proceedings in respect of such event of default;

•

such holder or holders have offered the trustee such reasonable indemnity as the trustee may require; and

•

the trustee has failed to institute an action for 60 days thereafter; and no inconsistent direction has been given to the trustee during such 60-day period by the holders of a majority in aggregate principal amount of such Exchange Notes.

        The holders of a majority in aggregate principal amount of a series of Exchange Notes affected and then outstanding will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such Exchange Notes. The indenture provides that if an event of default occurs and is continuing with respect to a series of Exchange Notes, the trustee, in exercising its rights and powers under the indenture, will be required to use the degree of care of a prudent man in the conduct of his own affairs. The indenture further provides that the trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the indenture unless it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is reasonably assured to it.

        We must furnish to the trustee within 120 days after the end of each fiscal year a statement of the Issuer signed by one of the officers of the Issuer to the effect that a review of our activities during such year and our performance under the indenture and the terms of each series of notes has been made, and, to the knowledge of the signatories based on such review, we have complied with all conditions and covenants of the indenture or, if we are in default, specifying such default.

Modification of the Indenture

        The Issuer and the trustee may, without the consent of the holders of a series of Exchange Notes issued under the indenture, enter into supplemental indentures with respect to such Exchange Notes for, among others, one or more of the following purposes:

•

to evidence the succession of another corporation to the Issuer, and the assumption by such successor of our obligations under the indenture and such Exchange Notes;

•

to add covenants of the Issuer, or surrender any rights of the Issuer, or add any rights for the benefit of the holders of such Exchange Notes;

42

•

to cure any ambiguity, omission, defect or inconsistency in such indenture; provided such action will not adversely affect the interests of the holders of such Exchange Notes and any related coupons in any material respect;

•

to establish the form or terms of any other series of debt securities, including any subordinated securities;

•

to evidence and provide the acceptance of any successor trustee with respect to such Exchange Notes or one or more other series of debt securities or to facilitate the administration of the trusts thereunder by one or more trustees in accordance with such indenture; and

•

to provide any additional events of default.

        With certain exceptions, the indenture, the Holdings guarantee with respect to a series of Exchange Notes or the rights of the holders of such Exchange Notes may be modified by us and the trustee with the consent of the holders of a majority in aggregate principal amount of such Exchange Notes then outstanding, but no such modification may be made without the consent of the holder of each outstanding Exchange Note of such series affected thereby that would:

•

change the maturity of any payment of principal of, or any premium on, any such Exchange Notes, or change any place of payment where, or the coin or currency in which, any such Exchange Note or any premium is payable, or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date);

•

reduce the percentage in principal amount of such outstanding Exchange Notes, the consent of whose holders is required for any such modification, or the consent of whose holders is required for any waiver of compliance with certain provisions of the indenture or certain defaults thereunder and their consequences provided for in the indenture; or

•

modify any of the provisions of certain sections of the indenture, including the provisions summarized in this paragraph, except to increase any such percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding Exchange Notes of such series affected thereby.

Discharge of the Indenture

        The Issuer may satisfy and discharge its obligations under a series of the Exchange Notes issued pursuant to the indenture by delivering to the trustee for cancelation all outstanding Exchange Notes of the applicable series or by depositing with the trustee or the paying agent after the Exchange Notes of such series have become due and payable, whether at stated maturity, or any redemption date, or otherwise, cash sufficient to pay all of the outstanding Exchange Notes of such series and paying all other sums payable under such series of Exchange Notes issued pursuant to the indenture by the Issuer.

Governing Law

        The indenture, the Exchange Notes and the guarantees are governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

        "Applicable Premium" means, with respect to an Exchange Note of the applicable series on any date of redemption, the greater of:

(a)

1.0% of the principal amount of such Exchange Note; and

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(b)

the excess, if any, of (a) the present value as of such date of redemption of (i) the redemption price of such note on April 1, 2020 (in the case of the 2025 Exchange Notes) or April 1, 2022 (in the case of the 2027 Exchange Notes) (such redemption price being described under "—Optional Redemption"), plus (ii) all required interest payments due on such Exchange Note through April 1, 2020 (in the case of the 2025 Exchange Notes) or April 1, 2022 (in the case of the 2027 Exchange Notes) (excluding accrued but unpaid interest to the date of redemption), computed using a discount rate equal to the Treasury Rate as of such date of redemption plus 50 basis points, over (b) the then outstanding principal of such Exchange Note.

        "Attributable Debt" in respect of any Sale and Leaseback Transaction, means, as of the time of determination, the total obligation (discounted to present value at the rate per annum equal to the discount rate which would be applicable to a capital lease obligation with like term in accordance with GAAP) of the lessee for rental payments (other than amounts required to be paid on account of property taxes, maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the initial term of the lease included in such Sale and Leaseback Transaction.

        "Board of Directors" means the board of directors of Holdings or any committee thereof duly authorized to act on behalf of the board of directors of Holdings.

        "Capital Stock" of any Person means (i) with respect to any Person that is a corporation, 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 Common Stock or Preferred Stock, and (ii) with respect to any Person that is not a corporation, any and all partnership, limited liability company, membership or other equity interests of such Person, but in each case, excluding any debt securities convertible into such equity.

        "Change of Control" means:

(a)

any "person" or "group" of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have "beneficial ownership" of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% of the total voting power of the voting stock of Holdings or the Issuer (or their successors by merger, consolidation or purchase of all or substantially all of their assets);



(b)

during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of Holdings (together with any new directors whose election to such board or whose nomination for election by the stockholders of Holdings was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of such Board of Directors then in office;



(c)

the sale, assignment, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Holdings and its Subsidiaries, taken as a whole, or of the Issuer and its Subsidiaries, taken as a whole, to any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act);



(d)

the adoption by the stockholders of Holdings or the Issuer of a plan or proposal for the liquidation or dissolution of Holdings or the Issuer; or

44

(e)

Holdings ceases to own, directly or indirectly, all of the Capital Stock of the Issuer (other than in connection with a merger of Holdings into the Issuer permitted by the indenture).

        "Common Stock" means, with respect to any Person, any and all shares, interest or other participations in, and other equivalents (however designated and whether voting or nonvoting) of, such Person's common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

        "Consolidated Current Liabilities" means the aggregate of the current liabilities of Holdings appearing on the most recent available consolidated balance sheet of Holdings, all in accordance with GAAP. In no event shall Consolidated Current Liabilities include any obligation of Holdings or its Subsidiaries issued under a revolving credit or similar agreement if the obligation issued under such agreement matures by its terms within 12 months from the date thereof but by the terms of such agreement such obligation may be renewed or extended or the amount thereof reborrowed or refunded at the option of Holdings, the Issuer or any Subsidiary for a term in excess of 12 months from the date of determination.

        "Consolidated Net Tangible Assets" means Consolidated Tangible Assets after deduction of Consolidated Current Liabilities.

        "Consolidated Tangible Assets" means the aggregate of all assets of Holdings (including the value of all existing Sale and Leaseback Transactions and any assets resulting from the capitalization of other long-term lease obligations in accordance with GAAP) appearing on the most recent available consolidated balance sheet of Holdings at their net book values, after deducting related depreciation, applicable allowances and other properly deductible items, and after deducting all goodwill, trademarks, tradenames, patents, unamortized debt discount and expenses and other like intangibles, all prepared in accordance with GAAP.

        "Credit Agreement" means the Credit Agreement dated as of April 6, 2017 among Holdings, AAM Inc., each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent.

        "Credit Facilities" means, collectively, a $100 million term loan A facility, a $1.55 billion term loan B facility and a $900 million multi-currency revolving credit facility provided pursuant to the Credit Agreement.

        "Default" means any event or condition that is, or after notice or passage of time or both would be, an Event of Default.

        "Equity Offering" means a public offering for cash by the Issuer or Holdings of its Common Stock, or options, warrants or rights with respect to its Common Stock, other than (x) public offerings with respect to the Issuer's or Holding's Common Stock, or options, warrants or rights, registered on Form S-4 or S-8, (y) an issuance to any Subsidiary of Holdings or (z) any offering of Common Stock issued in connection with a transaction that constitutes a Change of Control.

        "Funded Debt" means all Debt having a maturity of more than 12 months from the date as of which the determination is made or having a maturity of 12 months or less but by its terms being renewable or extendable beyond 12 months from such date at the option of the borrower, but excluding any such Debt owed to the Issuer, Holdings or a Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession which are in effect on the Issue Date.

45

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

(1)

the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;



(2)

the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;



(3)

the principal component of all obligations of such Person in respect of letters of credit, bankers' acceptances or other similar instruments (including reimbursement obligations with respect thereto, except to the extent such reimbursement obligation relates to a trade payable or similar obligation to a trade creditor in each case incurred in the ordinary course of business and such obligation is satisfied within 30 days of incurrence) other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (1) and (2) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, to the extent drawn upon, such drawing is reimbursed no later than the fifth business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;



(4)

the principal component or liquidation preference of all obligations of any Subsidiary that is not a Subsidiary Guarantor with respect to the redemption, repayment or other repurchase of any Preferred Stock (but excluding, in each case, any accrued dividends);



(5)

the principal component of all Guarantee Indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such Guarantee Indebtedness is assumed by such Person; provided, however, that the amount of such Guarantee Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such Guarantee Indebtedness of such other Persons; and



(6)

the principal component of Guarantee Indebtedness of other Persons to the extent guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor).

        "Guarantors" means Holdings, MPG and each of AAM Inc.'s and MPG's subsidiaries that are guarantors under the Credit Facilities, including the Subsidiary Guarantors.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by

        Moody's Investors Service, Inc. and BBB- (or the equivalent) by Standard & Poor's Ratings Group, Inc., in each case, with a stable or better outlook; provided that a change in outlook shall not by itself constitute a loss of an Investment Grade Rating.

        "Issue Date" means the original issue date of the Restricted Notes under the indenture.

        "Mortgage" means, with respect to any property or assets, any mortgage or deed of trust, pledge, hypothecation, assignment, security interest, lien, encumbrance or any other security arrangement of any kind or nature whatsoever on or with respect to such property or assets (including any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing).

        "Net Cash Proceeds" means, with respect to any issuance or sale of Capital Stock of the Company, the cash proceeds of such issuance or sale net of attorneys' fees, accountants' fees, initial purchasers' or placement agents' fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

46

        "Operating Property" means any real property or equipment located in the United States owned by, or leased to, the Issuer, Holdings or any Subsidiary that has a market value in excess of 1.0% of Consolidated Net Tangible Assets.

        "Person" means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

        "Preferred Stock" means, as applied to the Capital Stock of any corporation, Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, 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.

        "Ratings Agencies" means Standard & Poor's Ratings Group, Inc. and Moody's Investors Service Inc. or if Standard & Poor's Ratings Group, Inc. or Moody's Investors Service Inc. or both shall not make a rating on the Exchange Notes publicly available, a nationally recognized statistical Ratings Agency or agencies, as the case may be, selected by Holdings (as certified by a resolution of the Board of Directors) which shall be substituted for Standard & Poor's Ratings Group, Inc. or Moody's Investors Service Inc. or both, as the case may be.

        "Restricted Subsidiary" means any Subsidiary (excluding the Issuer) that owns Operating Property.

        "Sale and Leaseback Transaction" means any arrangement with any Person providing for the leasing to the Issuer, Holdings or any Subsidiary of any Operating Property, which Operating Property has been or is to be sold or transferred by the Issuer, Holdings or such Subsidiary to such Person.

        "Subsidiary" means any corporation of which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by the Issuer or Holdings, or by one or more other Subsidiaries, or by the Issuer or Holdings and one or more other Subsidiaries.

        "Subsidiary Guarantor" means certain of AAM Inc.'s and MPG's current and future subsidiaries that are guarantors under the Credit Facilities (and any other Subsidiary that provides a guarantee of the Exchange Notes in accordance with the indenture); provided that upon release or discharge of such Subsidiary from its guarantee in accordance with the indenture, such Subsidiary ceases to be a Subsidiary Guarantor.

        "Treasury Rate" means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) ("Statistical Release") that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source or similar market data)) most nearly equal to the period from the redemption date to April 1, 2020, in the case of the 2025 Exchange Notes, and April 1, 2022, in the case of the 2027 Exchange Notes; provided, however, that if the period from the redemption date to April 1, 2020, in the case of the 2025 Exchange Notes, or April 1, 2022, in the case of the 2027 Exchange Notes, is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to April 1, 2020, in the case of the 2025 Exchange Notes, or April 1, 2022, in the case of the 2027 Exchange Notes, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

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BOOK-ENTRY; DELIVERY AND FORM

        Upon closing of the exchange offers, each series of the Exchange Notes will be represented by one or more fully registered global securities. Each such global security will be deposited with or on behalf of, DTC and registered in the name of DTC or a nominee thereof. Unless and until it is exchanged in whole or in part for Exchange Notes in definitive form, no global security may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor. Accountholders in the Euroclear Bank S.A./N.V. or Clearstream Banking, société anonyme clearance systems may hold beneficial interests in the Exchange Notes through the accounts that each of these systems maintain as participants in DTC.

        So long as DTC or its nominee is the registered owner of the global securities, DTC or its nominee, as the case may be, will be the sole holder of the Exchange Notes represented thereby for all purposes under the indenture governing the Exchange Notes. Except as otherwise provided in this section, the beneficial owners of the global securities representing the Exchange Notes will not be entitled to receive physical delivery of certificated Exchange Notes and will not be considered the holders thereof for any purpose under the indenture, and the global securities representing the Exchange Notes shall not be exchangeable or transferable. Accordingly, each person owning a beneficial interest in a global security must rely on the procedures of DTC and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder under the indenture. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in the global securities representing the Exchange Notes.

        The global securities representing the Exchange Notes are exchangeable for certificated Exchange Notes of like tenor and terms and of differing authorized denominations aggregating a like amount only if:

•

DTC notifies us that it is unwilling, unable or ineligible to continue as depositary for the global securities and a successor depositary is not appointed by us within 90 days of such notification or of our becoming aware of DTC's ineligibility;

•

there shall have occurred and be continuing an Event of Default under the indenture governing the Exchange Notes with respect to any of the global securities and the outstanding Exchange Notes of the series represented by such global securities shall have become due and payable pursuant to the relevant indenture and the trustee has requested that certificated Exchange Notes be issued; or

•

we have decided to discontinue use of book-entry transfers through DTC. DTC has advised us that, under its current practices, it would notify its participants of our request, but would only withdraw beneficial interests from the global securities at the request of its participants.

        Upon any such exchange, the certificated Exchange Notes shall be registered in the names of the beneficial owners of the global securities representing the Exchange Notes of the applicable series as provided by DTC's relevant participants (as identified by DTC).

        The description of the operations and procedures of DTC set forth below are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. We do not take any responsibility for these operations or procedures, and investors are urged to contact the relevant system or its participants directly to discuss these matters.

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        The following is based on information furnished by DTC:

•

DTC is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is available to securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly.

•

Persons who are not participants may beneficially own the Exchange Notes held by DTC only through direct participants or indirect participants. Purchases of the Exchange Notes under DTC's system must be made by or through direct participants, which will receive a credit for such Exchange Notes on DTC's records. The ownership interest of each actual purchaser of each note represented by a global security (a "Beneficial Owner") is in turn to be recorded on the direct participants' and indirect participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in the global securities representing the Exchange Notes are to be accomplished by entries made on the books of participants acting on behalf of Beneficial Owners. Beneficial Owners of the global securities representing the Exchange Notes will not receive certificated Exchange Notes representing their ownership interests therein, except in the event that use of the book-entry system for such Exchange Notes is discontinued and in certain other limited circumstances.

•

Principal, premium, if any, and interest payments on the global securities representing the Exchange Notes will be made to DTC. DTC's practice is to credit direct participants' accounts on the applicable payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date. Payments by participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, the trustee or ours, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest to DTC is our and the trustee's responsibility, disbursement of such payments to direct participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of direct participants and indirect participants.

•

DTC may discontinue providing its services as securities depository with respect to the Exchange Notes at any time by giving reasonable notice to us or the trustee. Under such circumstances, in the event that a successor securities depository is not obtained, certificated Exchange Notes are required to be printed and delivered.

        The information in this section concerning DTC and DTC's system has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof. Transfers between participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds.

49

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following discussion summarizes the material U.S. federal income tax consequences of an exchange of Restricted Notes for Exchange Notes pursuant to the exchange offers. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated thereunder, judicial authority and administrative interpretations, all as of the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This discussion does not address all of the tax considerations that may be relevant to a particular holder in light of the holder's circumstances, or to certain categories of holders that may be subject to special rules. This summary does not consider any tax consequences arising under U.S. alternative minimum tax law, U.S. federal gift and estate tax law, the Medicare tax on certain net investment income or under the laws of any foreign, state, local or other jurisdiction. Each holder should consult its own independent tax advisor regarding its particular situation and the U.S. federal, state, local and foreign tax consequences of exchanging the Restricted Notes for Exchange Notes and purchasing, holding and disposing of the Exchange Notes, including the consequences of any proposed change in applicable laws.

        The exchange of Restricted Notes for Exchange Notes in the exchange offers will not constitute a taxable event for U.S. federal income tax purposes. Consequently, for such purposes, a holder will not recognize gain upon receipt of an Exchange Note in exchange for a Restricted Note in the exchange offers, the holder's adjusted tax basis (and adjusted issue price) in the Exchange Note received in the exchange offers will be the same as its adjusted tax basis (and adjusted issue price) in the corresponding Restricted Note immediately before the exchange, and the holder's holding period in the Exchange Note will include its holding period in the Restricted Note.

50

PLAN OF DISTRIBUTION

        Any broker-dealer that holds Restricted Notes that were acquired for its own account as a result of market-making activities or other trading activities (other than Restricted Notes acquired directly from us) may exchange such Restricted Notes pursuant to the exchange offers. Any such broker-dealer may, however, be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of Exchange Notes received by such broker-dealer in the exchange offers. Such prospectus delivery requirement may be satisfied by the delivery by such broker-dealer of this prospectus, as it may be amended or supplemented from time to time. We have agreed to use commercially reasonable efforts to keep the registration statement, of which this prospectus forms a part, continuously effective for a period ending on the earlier of (i) 180 days from the date on which the registration statement related to the Exchange Notes is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. We have also agreed to provide sufficient copies of the latest version of this prospectus to broker-dealers promptly upon request at any time during such 180-day period (or shorter as provided in the foregoing sentence) in order to facilitate such resales.

        We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offers may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers that may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the exchange offers and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offers other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Exchange Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

51

LEGAL MATTERS

        Certain legal matters with respect to the validity of the Exchange Notes and related guarantees offered hereby will be passed upon for us by Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022. David E. Barnes, who is Vice President and General Counsel of AAM Inc. and Holdings, will give us an opinion about the validity of the guarantees by the Subsidiary Guarantors. Mr. Barnes owns shares of Holdings common stock.

EXPERTS

        The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from Holdings' Annual Report on Form 10-K for the year ended December 31, 2016, and the effectiveness of Holdings' internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements, and the related financial statement schedule, of MPG as of and for the year ended December 31, 2016, incorporated in this prospectus by reference from Item 9.01 of Holdings' Current Report on Form 8-K/A filed on March 6, 2017, and the effectiveness of MPG's internal control over financial reporting as of December 31, 2016, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The consolidated balance sheet of MPG and its subsidiaries as of December 31, 2015, and the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015, and the related financial statement schedule for each of the years in the two-year period ended December 31, 2015, incorporated by reference in Holdings' Current Report on Form 8-K/A filed on March 6, 2017, have been incorporated by reference in this prospectus in reliance upon the report of KPMG LLP, an independent registered public accounting firm, incorporated by reference herein and upon the authority of said firm as experts in accounting and auditing.

52

        Through and including      (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

American Axle & Manufacturing, Inc.

Offers to Exchange
$700,000,000 Outstanding 6.250% Senior Notes due 2025
for Registered 6.250% Senior Notes due 2025
and
$500,000,000 Outstanding 6.500% Senior Notes due 2027
for Registered 6.500% Senior Notes due 2027

PROSPECTUS

The date of this prospectus is                        , 2017

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        The following summary is qualified in its entirety by reference to the complete text of the relevant provisions of applicable Delaware law and each of the Holdings and AAM Inc. organizational documents.

        Section 102 of the DGCL provides that a corporation may limit or eliminate a director's personal liability for monetary damages to the corporation or its stockholders for breach of fiduciary duty as a director, except for liability for: (1) any breach of the director's duty of loyalty to such corporation or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) willful or negligent violation of provisions of the DGCL governing payment of dividends and stock purchases or redemptions; (4) any transaction from which the director derived an improper personal benefit; or (5) any act or omission before the adoption of such a provision in the certificate of incorporation. Each of Holdings and AAM Inc.'s certificate of incorporation contains a provision so eliminating a director's personal liability to the extent permitted under the DGCL.

        Section 145 of the DGCL provides that under certain circumstances a corporation may 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 such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation's request in such a capacity in another corporation or business association, 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 if 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 corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful.

        Holdings' certificate of incorporation provides for the indemnification of Holdings' directors and officers. Holdings' certificate of incorporation also provides that each current or former director, officer, employee or agent of Holdings, or each such person who is or was serving at the request of Holdings as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust limited liability company or other enterprise (including the heirs, executors, administrators or estate of such person), will be indemnified by Holdings to the fullest extent permitted by the DGCL, as the same exists or may in the future be amended (but, in the case of any such amendment, only to the extent that such amendment permits Holdings to provide broader indemnification rights than permitted under said law prior to such amendment). Holdings' certificate of incorporation also provides for the indemnification of the foregoing persons against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in connection with any such action, suit or proceeding, including appeals. In addition, Holdings' certificate of incorporation requires Holdings to promptly pay all expenses incurred by any of the foregoing persons in defending any such action, suit or proceeding, in advance of the final disposition thereof upon presentation of appropriate documentation. Holdings' certificate of incorporation also specifically authorizes Holdings to enter into agreements with any person providing for indemnification greater or different than that provided by Holdings' certificate of incorporation.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and/or controlling persons of Holdings and AAM Inc. pursuant to the foregoing provisions or otherwise, Holdings and AAM Inc. have been informed that, in the opinion of the SEC, such indemnification of Holdings' and AAM's directors, officers and/or controlling persons for liabilities

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under the Securities Act is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 21.    Exhibits and Financial Statement Schedules.

(a)

Exhibits

        The exhibit index attached hereto is incorporated herein by reference.

(b)

Financial statement schedules:

        None.

Item 22.    Undertakings.

        (a)   The undersigned registrant 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) under the Securities Act of 1933 if, in the aggregate, the changes in volume and price represent no more than a 20% 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;

provided, however, that clauses (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 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)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the

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purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, 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)   Each of the undersigned registrants hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of this S-4.

        (d)   Each of the undersigned registrants hereby undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes 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.

        (e)   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 Securities Act of 1933 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 court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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        (f)    The undersigned registrant hereby undertakes 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 S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (g)   The undersigned registrant hereby undertakes 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.

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EXHIBIT INDEX

Exhibit No.			Description
	2.1		Agreement and Plan of Merger, dated as of November 3, 2016, by and among American Axle & Manufacturing Holdings,  Inc., ALPHA SPV I, Inc. and Metaldyne Performance Group Inc. (Incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K dated November 3, 2016.)
	3.1	*	Certificate of Incorporation of American Axle & Manufacturing, Inc.
	3.2	*	Bylaws of American Axle & Manufacturing, Inc.
	3.3		Amended and Restated Certificate of Incorporation of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 3.2 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-8 (Registration No. 333-220300).)
	3.4		Amended and Restated Bylaws of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 3.2 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2009.)
	3.5		Second Amended and Restated By-laws of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 3.03 of Current Report on Form 8-K dated July 28, 2016.)
	3.6	*	Certificate of Incorporation of AAM International Holdings, Inc.
	3.7	*	By-laws of AAM International Holdings, Inc.
	3.8	*	Certificate of Incorporation of Auburn Hills Manufacturing, Inc.
	3.9	*	Amended and Restated By-laws of Auburn Hills Manufacturing, Inc.
	3.10	*	Certificate of Incorporation of Oxford Forge, Inc.
	3.11	*	By-laws of Oxford Forge, Inc.
	3.12	*	Certificate of Incorporation of MSP Industries Corporation
	3.13	*	By-laws of MSP Industries Corporation
	3.14	*	Amended and Restated By-laws of MSP Industries Corporation
	3.15	*	Certificate of Incorporation of Colfor Manufacturing, Inc.
	3.16	*	By-laws of Colfor Manufacturing, Inc.
	3.17	*	Certificate of Incorporation of Accugear, Inc.
	3.18	*	By-laws of Accugear, Inc.
	3.19	*	Certificate of Organization of Rochester Manufacturing, LLC
	3.20	*	Articles of Organization of of Rochester Manufacturing, LLC
	3.21	*	Operating Agreement of Rochester Manufacturing, LLC
	3.22	*	Certificate of Incorporation of Metaldyne Performance Group, Inc.
	3.23	*	Certificate of Merger of Metaldyne Performance Group, Inc.
	3.24	*	By-laws of Metaldyne Performance Group, Inc.

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Exhibit No.			Description
	3.25	*	Certificate of Incorporation of MPG Holdco I Inc.
	3.26	*	By-laws of MPG Holdco I Inc.
	3.27	*	Certificate of Formation of Metaldyne BSM, LLC
	3.28	*	Limited Liability Company Agreement of Metaldyne BSM, LLC
	3.29	*	Certificate of Formation of Metaldyne M&A Bluffton, LLC
	3.30	*	Limited Liability Company Agreement of Metaldyne M&A Bluffton, LLC
	3.31	*	Certificate of Incorporation of Metaldyne Powertrain Components, Inc.
	3.32	*	By-laws of Metaldyne Powertrain Components, Inc.
	3.33	*	Certificate of Formation of Metaldyne Sintered Ridgway, LLC
	3.34	*	Limited Liability Company Agreement of Metaldyne Sintered Ridgway, LLC
	3.35	*	Certificate of Formation of Metaldyne SinterForged Products, LLC
	3.36	*	Limited Liability Company Agreement of Metaldyne SinterForged Products, LLC
	3.37	*	Certificate of Formation of Punchcraft Machining and Tooling, LLC
	3.38	*	Limited Liability Company Agreement of Punchcraft Machining and Tooling, LLC
	3.39	*	Certificate of Formation of HHI FormTech, LLC
	3.40	*	Limited Liability Company Agreement of HHI FormTech, LLC (as successor to HHI Funding, LLC)
	3.41	*	Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC
	3.42	*	Second Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC
	3.43	*	Certificate of Formation of Jernberg Industries, LLC
	3.44	*	Limited Liability Company Agreement of Jernberg Industries, LLC
	3.45	*	Amended and Restated Limited Liability Company Agreement of Jernberg Industries, LLC
	3.46	*	Certificate of Formation of Impact Forge Group, LLC
	3.47	*	Limited Liability Company Agreement of Impact Forge Group, LLC
	3.48	*	Amended and Restated Limited Liability Company Agreement of Impact Forge Group, LLC
	3.49	*	Certificate of Incorporation of ASP HHI Holdings, Inc.
	3.50	*	By-laws of ASP HHI Holdings, Inc.
	3.51	*	Certificate of Incorporation of ASP HHI Intermediate Holdings, Inc.
	3.52	*	By-laws of ASP HHI Intermediate Holdings, Inc.
	3.53	*	Certificate of Incorporation of ASP HHI Intermediate Holdings II, Inc.
	3.54	*	By-laws of ASP HHI Intermediate Holdings II, Inc.
	3.55	*	Certificate of Incorporation of ASP HHI Acquisition Co., Inc.

II-6

Exhibit No.			Description
	3.56	*	By-laws of ASP HHI Acquisition Co., Inc.
	3.57	*	Certificate of Formation of Forging Holdings, LLC
	3.58	*	Limited Liability Company Agreement of Forging Holdings, LLC
	3.59	*	Amended and Restated Limited Liability Company Agreement of Forging Holdings, LLC
	3.60	*	Certificate of Formation of Hephaestus Holdings, LLC
	3.61	*	Limited Liability Company Agreement of Hephaestus Holdings, LLC
	3.62	*	Amended and Restated Limited Liability Company Agreement of Hephaestus Holdings, LLC
	3.63	*	Certificate of Formation of HHI FormTech Holdings, LLC
	3.64	*	Limited Liability Company Agreement of HHI FormTech Holdings, LLC
	3.65	*	Amended and Restated Limited Liability Company Agreement of HHI FormTech Holdings, LLC
	3.66	*	Certificate of Formation of HHI Forging, LLC
	3.67	*	Limited Liability Company Agreement of HHI Forging, LLC
	3.68	*	Amended and Restated Limited Liability Company Agreement of HHI Forging, LLC
	3.69	*	Certificate of Formation of Gearing Holdings, LLC
	3.70	*	Limited Liability Company Agreement of Gearing Holdings, LLC
	3.71	*	Amended and Restated Limited Liability Company Agreement of Gearing Holdings, LLC
	3.72	*	Certificate of Formation of Cloyes Gear Holdings, LLC
	3.73	*	Limited Liability Company Agreement of Cloyes Gear Holdings, LLC
	3.74	*	Amended and Restated Limited Liability Company Agreement of Cloyes Gear Holdings, LLC
	3.75	*	Certificate of Formation of Jernberg Holdings, LLC
	3.76	*	Limited Liability Company Agreement of Jernberg Holdings, LLC
	3.77	*	Amended and Restated Limited Liability Company Agreement of Jernberg Holdings, LLC
	3.78	*	Certificate of Formation of Impact Forge Holdings, LLC
	3.79	*	Limited Liability Company Agreement of Impact Forge Holdings, LLC
	3.80	*	Amended and Restated Limited Liability Company Agreement of Impact Forge Holdings, LLC
	3.81	*	Certificate of Incorporation of ASP MD Holdings, Inc.
	3.82	*	By-laws of ASP MD Holdings, Inc.
	3.83	*	Certificate of Incorporation of ASP MD Intermediate Holdings, Inc.
	3.84	*	By-laws of ASP MD Intermediate Holdings, Inc.
	3.85	*	Certificate of Incorporation of ASP MD Intermediate Holdings II, Inc.
	3.86	*	By-laws of ASP MD Intermediate Holdings II, Inc.

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Exhibit No.			Description
	3.87	*	Certificate of Incorporation of MD Investors Corporation
	3.88	*	By-laws of MD Investors Corporation
	3.89	*	Certificate of Formation of Metaldyne, LLC
	3.90	*	Limited Liability Company Agreement of Metaldyne, LLC
	3.91	*	Amended and Restated Limited Liability Company Agreement of Metaldyne, LLC
	3.92	*	Certificate of Formation of Gear Design and Manufacturing, LLC
	3.93	*	Limited Liability Company Agreement of Gear Design and Manufacturing, LLC
	3.94	*	Consent of Member and Manager of Gear Design and Manufacturing, LLC
	3.95	*	Charter Documents of Grede Wisconsin Subsidiaries LLC
	3.96	*	Certificate of Status of Grede Wisconsin Subsidiaries LLC
	3.97	*	Operating Agreement of Grede Wisconsin Subsidiaries LLC
	3.98	*	Amended and Restated Articles of Incorporation of Cloyes Gear and Products, Inc.
	3.99	*	Code of Regulations of Cloyes Gear and Products, Inc.
	3.100	*	Certificate of Formation of Grede LLC
	3.101	*	Limited Liability Company Agreement of Grede LLC
	3.102	*	Second Amended and Restated Limited Liability Company Agreement of Grede LLC
	3.103	*	Conversion and Contribution Agreement and Stockholder Consent of Grede LLC
	3.104	*	Certificate of Formation of Grede Holdings LLC
	3.105	*	Limited Liability Company Agreement of Grede Holdings LLC
	3.106	*	Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC
	3.107	*	Second Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC
	3.108	*	Certificate of Formation of ASP Grede Intermediate Holdings LLC
	3.109	*	Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC
	3.110	*	Amended and Restated Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC
	3.111	*	Second Amended and Restated Limited Liability Company Agreement of ASP Grede Intermediate Holdings LLC
	3.112	*	Certificate of Formation of GSC RIII—Grede LLC
	3.113	*	Limited Liability Company Agreement of GSC RIII—Grede LLC
	3.114	*	Certificate of Formation of Shop IV Subsidiary Investment (Grede), LLC
	3.115	*	Limited Liability Company Agreement of Shop IV Subsidiary Investment (Grede), LLC
	3.116	*	Certificate of Formation of HHI Holdings, LLC
	3.117	*	Limited Liability Company Agreement of HHI Holdings, LLC

II-8

Exhibit No.			Description
	3.118	*	Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC
	3.119	*	Second Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC
	3.120	*	Third Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC
	3.121	*	Certificate of Formation of Grede II LLC
	3.122	*	Limited Liability Company Agreement of Grede II LLC
	3.123	*	Certificate of Formation of ASP Grede AcquisitionCo LLC
	3.124	*	Limited Liability Company Agreement of ASP Grede AcquisitionCo LLC
	3.125	*	Articles of Organization of The Mesh Company, LLC
	3.126	*	Second Amended and Restated Operating Agreement of The Mesh Company, LLC
	4.1		Specimen Certificate for shares of the Company's Common Stock (Incorporated by reference to Exhibit 4.01 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-1 (Registration No. 333-53491))
	4.2		Form of Indenture, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings,  Inc., as guarantor, certain subsidiary guarantors and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-3 (Registration No. 333-175508).)
	4.3		Indenture, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., as guarantor, certain subsidiary guarantors and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated October 31, 2011.)
	4.4		First Supplemental Indenture, dated March 23, 2017 among American Axle & Manufacturing, Inc., Alpha SPV I, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiary guarantors and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated March 23, 2017.)
	4.5		Second Supplemental Indenture, dated May 17, 2017 among American Axle & Manufacturing, Inc., Metaldyne Performance Group Inc., American Axle & Manufacturing Holdings, Inc. certain subsidiary guarantors and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K dated May 17, 2017.)
	4.6		Registration Rights Agreement, dated as of March 23, 2017, among American Axle & Manufacturing, Inc., certain subsidiary guarantors and J.P. Morgan Securities LLC, as representative of the Initial Purchasers, in respect of the 6.25% Senior Notes due 2025 (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated March 23, 2017.)

II-9

Exhibit No.			Description
	4.7		Registration Rights Agreement, dated as of March 23, 2017, among American Axle & Manufacturing, Inc., certain subsidiary guarantors and J.P. Morgan Securities LLC, as representative of the Initial Purchasers, in respect of the 6.50% Senior Notes due 2027 (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated March 23, 2017.)
	5.1	*	Opinion of Shearman & Sterling LLP.
	5.2	*	Opinion of David E. Barnes, Vice President and General Counsel of American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc., as to the legality of the Subsidiary Guarantees.
	10.1		Asset Purchase Agreement, dated February 18, 1994, between AAM, Inc. and GM, and all amendments thereto (Incorporated by reference to Exhibit 10.01 filed with American Axle & Manufacturing Holdings, Inc.'s Registration Statement on Form S-1 (Registration No. 333-53491).)
	10.2		Lifetime Program Contract for GMT-900 Products, between GM and AAM, Inc. (Incorporated by reference to Exhibit 10.51 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2003.)
	++10.3		Letter Agreement dated April 22, 2004 by and between DaimlerChrysler Corporation and AAM, Inc. (Incorporated by reference to Exhibit 10.43 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2004.)
	‡10.4		Forms of Restricted Stock and Restricted Stock Unit Agreements under 1999 Stock Incentive Plan (Incorporated by reference to Exhibit 10.45 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended September 30, 2004.)
	‡10.5		Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated October 26, 2005)
	‡10.6		Restated 1999 American Axle & Manufacturing Holdings, Inc. Stock Incentive Compensation Plan (Incorporated by reference to Exhibit 10.51 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2005.)
	++10.7		Letter Agreement between General Motors Corporation and American Axle & Manufacturing, Inc. dated June 29, 2007 (Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated June 29, 2007.)
	‡10.8		Form of 2008 Stock Option Award Agreement for executive officers of American Axle & Manufacturing Holdings, Inc. (Incorporated by reference to Exhibit 10.52 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2007.)
	10.9		Agreement between General Motors Corporation and American Axle & Manufacturing, Inc. dated May 3, 2008, as amended May 16, 2008 (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated May 23, 2008.)
	‡10.10		Amended and Restated AAM 2009 Long-Term Incentive Plan (Incorporated by reference to Exhibit 10.61 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2009.)

II-10

Exhibit No.		Description
	++10.11	Settlement and Commercial Agreement, dated as of September 16, 2009, among General Motors Company, American Axle & Manufacturing Holdings, Inc. and American Axle & Manufacturing, Inc. (Incorporated by reference to Exhibit 10.62 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended September 30, 2009.)
	‡10.12	Form of Nonqualified Stock Option Award Agreement under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated May 1, 2012.)
	‡10.13	Form of Restricted Stock Unit Award Agreement for Non-employee Directors under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K dated May 1, 2012.)
	‡10.14	Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K dated May 1, 2012.)
	‡10.15	Form of Restricted Stock Unit Award Agreement (Installment Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated May 1, 2012.)
	‡10.16	Form of Performance Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.6 of Current Report on Form 8-K dated May 1, 2012.)
	‡10.17	American Axle & Manufacturing, Inc. Amended and Restated Supplemental Executive Retirement Program Document (Incorporated by reference to Exhibit 10.37 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended June 30, 2012.)
	10.18	Amendment and Restatement Agreement dated as of September 13, 2013, among American Axle & Manufacturing Holdings,  Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent, and each financial institution party thereto as a lender, including as Exhibit A thereto, the Amended and Restated Credit Agreement dated as of January 9, 2004 and amended and restated as of September 13, 2013 among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated September 16, 2013.)
	10.19	Guarantee Agreement dated as of January 9, 2004, as amended and restated as of September 13, 2013, among American Axle & Manufacturing, Inc., American Axle & Manufacturing Holdings, Inc., certain subsidiaries of American Axle & Manufacturing, Inc. identified therein, and JPMorgan Chase Bank, N.A. as Administrative Agent for the lenders referred to therein (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated September 16, 2013.)
	10.20	Collateral Agreement dated as of November 7, 2008, as amended and restated as of September 13, 2013, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing, Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated September 16, 2013.)

II-11

Exhibit No.		Description
	‡10.21	Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.35 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2013.)
	‡10.22	Form of Performance Share Award Agreement (EBITDA) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.36 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2013.)
	‡10.23	Form of Restricted Stock Unit Award Agreement (Cliff Vesting) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.37 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2013.)
	‡10.24	Form of Restricted Stock Unit Award Agreement for Board of Directors under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 filed with American Axle & Manufacturing Holdings, Inc. Form 10-Q for the quarterly period ended March 31, 2014.)
	‡10.25	Amended and Restated Employment Agreement dated February 19, 2015 by and between the Company and David C. Dauch (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.26	AAM Executive Officer Change in Control Plan dated February 19, 2015 (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.27	Form of Performance Share Award Agreement (Relative TSR) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.3 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.28	Form of Performance Share Award Agreement (EBITDA) for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.4 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.29	Form of Restricted Stock Unit Award Agreement for Executive Officers under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.5 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.30	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.6 of Current Report on Form 8-K dated February 26, 2015.)
	‡10.31	Amended and Restated American Axle & Manufacturing Holdings, Inc. 2012 Omnibus Incentive Plan (Incorporated by reference to Exhibit 4.1 filed with American Axle & Manufacturing Holdings, Inc. Registration Statement on Form S-8 (Registration No. 333-220300).)
	‡10.32	Employment Agreement dated as of August 1, 2015 by and between the Company and Michael K. Simonte (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated July 31, 2015.)
	‡10.33	Second Amended and Restated American Axle & Manufacturing, Inc. Incentive Compensation Plan for Executive Officers effective as of January 1, 2016 (Incorporated by reference to Exhibit 10.38 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2015.)

II-12

Exhibit No.			Description
	‡10.34		Voting Agreement, dated as of November 3, 2016, by and between American Axle & Manufacturing Holdings, Inc. and ASP MD Investco LP (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated November 8, 2016.)
	10.35		Credit Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated April 12, 2017.)
	10.36		Collateral Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (Incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K dated April 12, 2017.)
	10.37		Guarantee Agreement dated as of April 6, 2017 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 99.1 of Current Report on Form 8-K dated April 12, 2017.)
	10.38		Stockholders' Agreement, dated as of April 6, 2017, among American Axle & Manufacturing Holdings, Inc., ASP MD Investco L.P. and American Securities LLC (Incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K dated April 6, 2017)
	12.1		Statement regarding Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Exhibit 12 filed with American Axle & Manufacturing Holdings, Inc. Form 10-K for the year ended December 31, 2016.)
	21.1	*	List of Subsidiaries
	23.1	*	Consent of Deloitte & Touche LLP
	23.2	*	Consent of Deloitte & Touche LLP
	23.3	*	Consent of KPMG LLP
	23.4	*	Consent of Shearman & Sterling LLP (included in Exhibit 5.1)
	23.5	*	Consent of David E. Barnes (included in Exhibit 5.2)
	24.1	*	Powers of Attorney (included on signature pages).
	25.1	*	Statement of Eligibility of U.S. Bank National Association on Form T-1.
	99.1	*	Form of Letter of Transmittal (with accompanying IRS Form W-9 and related Guidelines).
	99.2	*	Form of Letter to Registered Holders and Depository Trust Company Participants.
	99.3	*	Form of Letter to Clients (with form of Instructions to Registered Holder and/or Depository Trust Company Participant).

++

Confidential Treatment Request Granted by the SEC

‡

Reflects Management or Compensatory Contract

*

Filed herewith

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

AMERICAN AXLE & MANUFACTURING, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAVID C. DAUCH David C. Dauch	Chairman of the Board & Chief Executive Officer/Director (principal executive officer)	December 15, 2017
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAVID C. DAUCH David C. Dauch	Chairman of the Board & Chief Executive Officer/Director (principal executive officer)	December 15, 2017
/s/ ELIZABETH A. CHAPPELL Elizabeth A. Chappell	Director	December 15, 2017
/s/ WILLIAM L. KOZYRA William L. Kozyra	Director	December 15, 2017
/s/ PETER D. LYONS Peter D. Lyons	Director	December 15, 2017
/s/ JAMES A. MCCASLIN James A. McCaslin	Director	December 15, 2017

II-15

Signature	Title	Date
/s/ WILLIAM P. MILLER II William P. Miller II	Director	December 15, 2017
/s/ JOHN F. SMITH John F. Smith	Director	December 15, 2017
/s/ SAMUEL VALENTI III Samuel Valenti III	Director	December 15, 2017
/s/ GEORGE THANOPOULOS George Thanopoulos	Director	December 15, 2017

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE PERFORMANCE GROUP, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAVID C. DAUCH David C. Dauch	Chairman of the Board & Chief Executive Officer/Director (principal executive officer)	December 15, 2017
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

AAM INTERNATIONAL HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board and President	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

AUBURN HILLS MANUFACTURING, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ACCUGEAR, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

COLFOR MANUFACTURING, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

MSP INDUSTRIES CORPORATION
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

OXFORD FORGE, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ROCHESTER MANUFACTURING, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

MPG HOLDCO I INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE BSM, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE M&A BLUFFTON, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE POWERTRAIN COMPONENTS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE SINTERED RIDGWAY INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE SINTERFORGED PRODUCTS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

PUNCHCRAFT MACHINING AND TOOLING, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

HHI FORMTECH, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

JERNBERG INDUSTRIES, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

IMPACT FORGE GROUP, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP HHI HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP HHI INTERMEDIATE HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP HHI INTERMEDIATE HOLDINGS II, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP HHI ACQUISITION CO., INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

FORGING HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

HEPHAESTUS HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

HHI FORMTECH HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GEARING HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

HHI FORGING, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

CLOYES GEAR HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

JERNBERG HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

IMPACT FORGE HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP MD HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP MD INTERMEDIATE HOLDINGS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-48

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP MD INTERMEDIATE HOLDINGS II, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GEAR DESIGN AND MANUFACTURING, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

MD INVESTORS CORPORATION
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-51

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

METALDYNE, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GREDE WISCONSIN SUBSIDIARIES LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

CLOYES GEAR AND PRODUCTS, INC.
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GREDE HOLDINGS LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GREDE LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP GREDE INTERMEDIATE HOLDINGS LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GSC RIII—GREDE LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

SHOP IV SUBSIDIARY INVESTMENT (GREDE), LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

HHI HOLDINGS, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

GREDE II LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

ASP GREDE ACQUISITIONCO LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Director	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Detroit, State of Michigan, on December 15, 2017.

THE MESH COMPANY, LLC
By:	/s/ CHRISTOPHER J. MAY Christopher J. May Vice President & Chief Financial Officer

        Each person whose signature appears below hereby constitutes and appoints Christopher J. May and David E. Barnes his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) and supplements to this Registration Statement, and to file the same, with all exhibits thereto, and other document in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHAEL K. SIMONTE Michael K. Simonte	Chairman of the Board	December 15, 2017
/s/ CHRISTOPHER J. MAY Christopher J. May	Director	December 15, 2017
/s/ DAVID E. BARNES David E. Barnes	Director	December 15, 2017

II-63

EX-3.1

Exhibit 3.1

State of Delaware

Secretary of State

Division of Corporations

FILED 10:30 AM 10/14/1993

733287015 - 2355170

CERTIFICATE OF INCORPORATION

OF

American Axle & Manufacturing, Inc.

1.The name of the corporation is:

American Axle & Manufacturing, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 nature of the business or purposes to be conducted or promoted is 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 of stock which the corporation shall have authority to issue is Seven Hundred Fifty (750) and the par value of each of such shares is One Dollar ($1.00) amounting in the aggregate to Seven Hundred Fifty Dollars ($750.00).

5.The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6.The name and mailing address of the incorporator is:

M. C. Kinnamon

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do 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 14th day of October, 1993.

/s/ M. C. Kinnamon

M. C. Kinnamon

State of Delaware

Secretary of State

Division of Corporations

FILED 10:00 AM 02/25/1994

944028341 - 2355170

RESTATED

CERTIFICATE OF INCORPORATION

OF

AMERICAN AXLE & MANUFACTURING. INC.

Duly adopted pursuant to Sections 242 and 245 of the

General Corporation Law of the state of Delaware

American Axle & Manufacturing, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.The original Certificate of Incorporation of the Corporation was filed with the Secretary of state of Delaware on October 14, 1993.

2.The sole director of the Corporation duly approved and adopted this Restated Certificate of Incorporation by written consent pursuant to Sections 141(f), 242 and 245 of the General Corporation Law of the State of Delaware on February 23, 1994 and submitted for consideration the proposed Restated Certificate of Incorporation to the sole stockholder of the Corporation. The sole stockholder of the Corporation duly approved and adopted this Restated Certificate of Incorporation by written consent in the manner and by the vote prescribed by Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware on February 23, 1994. This Restated Certificate of Incorporation is as follows:

FIRST: The name of the Corporation is American Axle & Manufacturing, Inc.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is 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 number of shares which the Corporation is authorized to have outstanding is 49,518 shares, consisting of (i) 13,334 shares of Class A Variable Rate Non-Voting Convertible Preferred Stock, $0.01 par value per share (“Class A Preferred Stock”), (ii) 50 shares of Class B 8% Non-Voting Preferred stock, $0.01 par value per share (“Class B Preferred Stock”) and (iii) 36,134 shares of Common Stock, $0.01 par value per share (“Common Stock”). Capitalized words and terms not otherwise defined herein shall have the meanings ascribed to them in subsection A.9. of this ARTICLE FOURTH.

A.Class A Preferred Stock. The preferences, rights and privileges of the Class A Preferred Stock and the qualifications, limitations and restrictions thereof shall be as follows:

1.Dividends.

a.Payment. The holders of the Class A Preferred Stock shall be entitled to receive cash dividends as and when declared by the Board of Directors, out of the funds of the Corporation legally available therefor, in amounts to be determined as provided in subsection A.1.b. hereof. Such dividends, if any, shall be payable at least annually with respect to each Fiscal Year on the last day of the immediately succeeding March, commencing on March 31, 1995, pro rata to the holders of all outstanding Class A Preferred Stock as of the record date fixed for such dividend on the basis of the relative number of such shares held of record on that date by each holder

2

except as otherwise provided in subsection A.2. or A.3. hereof. Such dividends, if any, shall be cumulative as provided in subsection A.1.b. hereof. Accumulations of dividends shall not bear interest. Unless all dividends on, and required redemptions of, the Class A Preferred Stock payable through the current Fiscal Year shall have been paid or declared (and funds for the payment thereof set apart), no dividend shall be declared or paid and no other distribution shall be made on or with respect to any other class of capital stock of the Corporation. Unless all Class A Preferred Stock has been redeemed, no other class of capital stock of the Corporation, other than the Class B Preferred Stock which may be purchased, redeemed or retired at any time in the discretion of the Corporation’s Board of Directors, shall be purchased, redeemed or retired, and no monies shall be made available for a sinking fund for such purpose.

Except as set forth in the second sentence of this paragraph, no dividends on the Common Stock shall be paid or declared for any Fiscal Year such that, immediately after such payment and giving effect thereto, the amount of dividends paid on the Common Stock for such Fiscal Year divided by $20,000,000 shall exceed (i) the amount of dividends paid on the Class A Preferred Stock for such Fiscal Year, divided by (ii) $14,999.25 multiplied by the average number of shares of Class A Preferred Stock outstanding during such Fiscal Year. Notwithstanding the immediately preceding sentence, in addition to any dividend paid or payable pursuant to the immediately preceding sentence, the Board of Directors may declare a dividend payable on both the

3

Common Stock and the Class A Preferred Stock (with Common Stock and Class A Preferred Stock being paid the same dividend per share) in any Fiscal Year in an aggregate amount not to exceed (A) the net income of the Corporation for the most recently completed Fiscal Year determined in accordance with generally accepted accounting principles (“GAAP”), consistently applied, multiplied by (B) the Preferred Stock Dividend Rate (as defined in subsection A.1.b. below) with respect to the most recently completed Fiscal Year; provided, however, that no such dividend shall be declared or paid unless (i) the Corporation will have retained earnings of not less than $20,000,000 immediately after the payment of such dividend, and (ii) all dividends on, and required redemptions of, the Class A Preferred Stock payable through the current Fiscal Year shall have been paid or declared (and funds for the payment thereof set apart).

b.Calculation of Amount. The cash dividend payable with respect to each completed Fiscal Year, including any Fiscal Year in which all shares of Class A Preferred Stock are redeemed or the Corporation dissolves or is liquidated, shall be cumulative, and the amount thereof payable to all holders of Class A Preferred Stock for such Fiscal Year in the aggregate, shall be determined as follows:

If Audited Cash Flow		Dividend payable for
for such Fiscal Year is:		such Fiscal Year
(1)	Less than $20,000,000	Zero
(2)	Equal to or greater than $20,000,000 but less than $30,000,000	Four percent (4%) per annum of $14,999.25 multiplied by the average number of shares of Class A Preferred Stock outstanding during such Fiscal

4

		Year, not to exceed Eight Million Dollars ($8,000,000)
(3)	Equal to or greater than $30,000,000 but less than $40,000,000	Six percent (6%) per annum of $14,999.25 multiplied by the average number of shares of Class A Preferred Stock outstanding during such Fiscal Year, not to exceed Twelve Million Dollars ($12,000,000)
(4)	Equal to or greater than $40,000,000	Eight percent (8%) per annum of $14,999.25 multiplied by the average number of shares of Class A Preferred Stock outstanding during such Fiscal Year, not to exceed Sixteen Million Dollars ($16,000,000)

The average shares outstanding shall be computed by adding for each share of Class A Preferred Stock outstanding at any time during such Fiscal Year, the number of months such share was outstanding during such fiscal year (rounded to the nearest whole month) and dividing the result by 12. The required dividend described in this subsection A.1.b. shall accrue ratably during and for such Fiscal Year on each share of Class A Preferred stock for each month during such Fiscal Year (rounded to the nearest whole month) that such share was outstanding. If payment of the full required dividend is not permitted by the Delaware General Corporation Law for any reason, the dividend shall be paid as soon as legally permitted thereafter.

If the Class A Preferred Stock is not outstanding for the entire Fiscal Year, the dollar amounts in the column of the above table in this subsection A.1.b. hereof captioned “If Audited Cash Flow for such Fiscal Year is:” and the dollar amount in subsection (c)(ii) of the definition of “Audited Cash Flow” in subsection A.9. hereof shall be reduced by a fraction equal to the number of months any Class A Preferred Stock was outstanding during such Fiscal Year

5

(rounded to the nearest whole month) divided by 12. The percentages referred to in subsections A.1.b.(2), (3) and (4) above are referred to herein as the “Preferred Stock Dividend Rates.”

2.Redemption.

a.Optional Redemption. Subject to subsection A.5.b. below, the Corporation may, at its option, redeem shares of the Class A Preferred Stock, as a whole or in part, at any time and from time to time, including, without limitation, at any time immediately prior to the closing of any Public Offering.

b.Mandatory Redemption. Subject to subsection A.5.b. below:

(1)Capital Cost Shortfall Redemption. On March 31, 2000, the Corporation shall redeem a number of full shares, if any, of then outstanding Class A Preferred Stock that can be redeemed with the Capital Cost Shortfall Amount.

(2)Cash Flow Redemption. Beginning March 31, 2001, and on March 31 of each Fiscal Year thereafter in which any Class A Preferred Stock is outstanding, the Corporation shall redeem a number of full shares, if any, of then outstanding Class A Preferred Stock that can be redeemed with seventy-five percent (75%) of Net Audited Cash Flow for the immediately preceding Fiscal Year.

(3)Total Redemption on December 31. 2003. On December 31, 2003, all then outstanding shares of Class A Preferred Stock shall be redeemed by the

6

Corporation; provided however, that if the Corporation is prohibited by law from consummating such redemption or if the financial performance of the Corporation does not permit such redemption, then the Corporation shall not be required to redeem all of the Class A Preferred Stock, but the Corporation shall redeem the portion of the then outstanding shares of Class A Preferred Stock that it is permitted to redeem based on the financial performance of the Corporation and by law and the holders of such Class A Preferred Stock and the Corporation shall work in good faith to arrive at a mutually agreeable solution with regard to the total redemption of the remaining Class A Preferred Stock.

c.Class A Preferred Stock Redemption Price. In the event of any redemption of Class A Preferred Stock, there shall be paid to the holders thereof the redemption price of $14,999.25 per share, plus accrued but unpaid dividends, if any, on each such share, in the amounts specified in subsection A.1.b. hereof for all Fiscal Years through and including the date fixed for redemption (collectively, the “Class A Preferred Stock Redemption Price”); provided, however, that if the Class A Preferred Stock is redeemed on a date other than December 31 of any Fiscal Year (i) all accrued but unpaid dividends for periods prior to the Fiscal Year during which the date fixed redemption occurs shall be paid on the date fixed for redemption and (ii) all accrued but unpaid dividends for periods relating to the

7

Fiscal Year during which the date fixed redemption occurs shall be paid on the next succeeding March 31.

d.Partial Redemptions. Redemptions of less than all of the outstanding shares of Class A Preferred Stock pursuant to this subsection A.2. shall be pro rata from each holder of such shares on the basis of the relative number of such shares outstanding and held of record by such holder at the time the Corporation elects or is obligated to make such redemption.

e.Redemption Procedure. Notice of every redemption shall be deposited in the U.S. mail, postage prepaid, not less than sixty (60) days before the Corporation elects or becomes obligated to redeem the Class A Preferred Stock, and addressed to each record holder of shares thereof at their respective addresses then appearing on the books of the Corporation and specifying (i) the redemption date, which date shall be not less than sixty (60) days after the date such notice is mailed nor on a date different from any required redemption date specified in this subsection A.2., and (ii) the depository, which shall be a bank or trust company located in Cleveland, Ohio or Detroit, Michigan, to whom such certificates representing such Class A Preferred Stock should be delivered.

f.Payment of Aggregate Class A Preferred Stock Redemption Price by Corporation. Not less than one (1) business day prior to a specified redemption date, the Corporation shall deposit in good same day funds with the designated depository the aggregate Class A Preferred Stock Redemption Price for all shares of Class A Preferred Stock to be redeemed, less the amount of

8

such Class A Preferred Stock Redemption Price equal to dividends on the redeemed shares relating to the Fiscal Year including the date fixed for redemption (the “Current Dividends”), which amount shall be paid at the time and in the manner set forth in subsection A.1. hereof. At or before the time of such deposit, the Corporation shall direct that the designated depository pay such amount by certified checks or wire transfer of funds to the respective holders of Class A Preferred Stock to be redeemed in amounts equal to the aggregate Class A Preferred Stock Redemption Price (less the Current Dividends) for all shares of Class A Preferred Stock to be redeemed by each such holder. Upon the Corporation having given the notice required under subsection A.2.e. hereof and having made such deposits, holders of Class A Preferred Stock to be redeemed pursuant to such call for redemption shall cease to be stockholders with respect to such Class A Preferred Stock as of the redemption date, and shall have, from and after the redemption date, no interest in or claim against the Corporation with respect to such Class A Preferred Stock, except only to receive such checks or wire transfer of funds, without interest, from the designated depository and Current Dividends.

g.Cancellation of Redeemed Stock. All shares of Class A Preferred Stock which are redeemed shall be retired and cancelled as of the date fixed for redemption, shall no longer be deemed to be outstanding and may not thereafter be reissued.

9

3.Liquidation. In the event of liquidation or dissolution of the Corporation, after the payment or provision for payment of all of the liabilities of the Corporation and before any payment or other distribution is made on account of the Common Stock, there shall be paid to the holders of the Class A Preferred Stock the amount of the Class A Preferred Stock Redemption Price; provided, however, that the amount of accrued and unpaid dividends to be included therein shall be accrued up to the date of payment. After payment to the holders of the Class A Preferred Stock of the full preferential amount as provided above, such holders, as such, shall not be entitled to share further in the assets of the Corporation or in the proceeds of the liquidation. Nothing contained herein shall be construed to prohibit the retirement of the Class A Preferred Stock by purchase or redemption, and neither the purchase nor redemption of the Class A Preferred Stock, nor a merger, consolidation or reorganization of the Corporation, nor a sale, or lease or transfer of all or substantially all of the assets of the Corporation, shall be considered a liquidation or dissolution of the Corporation within the meaning of this subsection A.3. If the net assets of the Corporation legally available therefor or the proceeds therefrom are insufficient to permit the payment upon all outstanding shares of Class A Preferred Stock and Class B Preferred Stock of the full amount to which the holders thereof are entitled, then such net assets shall be distributed pro rata to each holder of such shares on the basis of the relative number of Class A Preferred Stock and Class B Preferred Stock shares

10

outstanding and held of record by each such holder at the time of such payment multiplied by the amounts of the Class A Preferred Stock Redemption Price and the Class B Preferred Stock Redemption Price, respectively.

4.Voting. The holders of the Class A Preferred Stock shall have no voting rights, except as required by law or as provided in subsection A.7. hereof.

5.Conversion.

a.Public Offering Conversion. Simultaneously with the closing of any Public Offering, shares of Class A Preferred Stock then outstanding shall be convertible in whole or in part, at the option of the holders thereof, into Common Stock at the rate specified in subsection A.5.c. hereof. Such holders shall be responsible for the payment of any taxes arising from any such conversion.

b.Redemption Conversion. Upon receipt by any holder of any outstanding shares of Class A Preferred Stock of notice of redemption pursuant to subsection A.2. with respect to a redemption of such shares by the Corporation in accordance with subsection A.2., all such shares called for redemption by the Corporation and held by any such holder or holders shall be convertible in whole and not in part, at the option of each such holder, into Common Stock at the rate specified in subsection A.5.c. hereof. Each such holder shall be responsible for the payment of any taxes arising from any such conversion.

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c.Conversion Rate. Each share of Class A Preferred Stock shall be convertible into one (1) share of Common Stock.

d.Conversion Procedure for Public Offering Conversion. At all times that any shares of Class A Preferred Stock are outstanding, the Corporation shall give written notice to the holders of Class A Preferred Stock of the Corporation’s intention to engage in a Public Offering not less than ninety (90) days prior to the date of first filing a registration statement with respect to such proposed Public Offering with the Securities and Exchange Commission. Any holder of shares of Class A Preferred Stock desiring to convert all or any portion of such shares, within sixty (60) days after his or its receipt of written notice from the Corporation informing such stockholder of the Corporation’s proposed Public Offering and the percentage of shares held by existing holders of Common stock being sold in the Public Offering and requesting delivery of the certificate or certificates evidencing any such shares to be so converted, shall deliver or cause to be delivered to the Secretary of the Corporation (the “Secretary”) at the principal office of the Corporation such certificate or certificates, together with a notice signed by or on behalf of such holder notifying the Secretary of the number of shares of Class A Preferred Stock that he or it desires to convert.

e.Conversion Procedure for Redemption Conversion. Not less than five (5) days prior to a specified redemption date (as provided in subsection A.2.e.) with respect

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to a redemption by the Corporation pursuant to subsection A.2., the holders of shares of Class A Preferred stock desiring to convert all or, if permitted, any portion of such shares shall deliver or cause to be delivered to the Secretary at the principal office of the Corporation the certificate or certificates evidencing any such shares to be so converted, together with a notice signed by or on behalf of such holder notifying the Secretary of the number of shares of Class A Preferred Stock that he or it desires to convert into shares of Common Stock.

f.Certain Other Provisions. Upon receipt by the Secretary of a certificate or certificates representing Class A Preferred Stock, together with the foregoing described notice pursuant to subsection A.5.d. or A.5.e., the Corporation shall at the closing of such Public Offering or on the specified redemption date, as the case may be, deliver or cause to be delivered to the converting holder (i) a certificate or certificates (issued in such name or names and in such denomination or denominations as the converting holder has specified) representing the number of shares of Common Stock issuable by reason of such conversion, and (ii) a certificate representing any Preferred Shares which were represented by the certificate or certificates delivered to the Corporation in connection with such conversion but which were not converted. Shares of Class A Preferred Stock which have been converted hereunder shall revert to the status of unissued shares and shall not be reissued, and such shares may be eliminated as provided by

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law. The Corporation shall not be required to issue any fractional shares of its Common Stock in connection with any conversion of Class A Preferred Stock, but shall, in lieu thereof, pay cash equal to the corresponding fraction of the price of an integral share of Common Stock.

Upon conversion as provided for in this subsection A.5., the holders of the converted Class A Preferred Stock, as such, shall cease to be stockholders with respect to such shares as of the date of conversion, and no such holder shall have any claim against the Corporation with respect to such Class A Preferred Stock, except only to receive the shares of Common Stock into which the Class A Preferred Stock is convertible. For purposes of subsection A.5.d., the date of conversion shall mean the date of the closing of the Public Offering. For purposes of subsection A.5.e., the date of conversion shall mean the date specified for redemption.

Thirteen thousand three hundred thirty-four (13,334) shares of Common Stock shall initially be set aside and reserved and such shares shall be issued only in conversion for Class A Preferred Stock as provided in this subsection A.5. Common Stock set aside under this paragraph shall be increased or decreased as the case may be to permit the conversion of all outstanding shares of Class A Preferred Stock into Common Stock.

The provisions for conversion of the Class A Preferred Stock set forth in this subsection A.5. shall be subject to all applicable statutory limitations and restrictions.

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6.Antidilution of Conversion Rights. Any stock, warrant, option (except any option to purchase Common Stock granted to the Corporation’s chief executive officer for not more than 2,800 shares), right or other security dividend, stock split, reverse stock split, capital reorganization, reclassification, consolidation, merger, share exchange or sale of all or substantially all of the Corporation’s assets to another person which is effected in such a way that holders of Common Stock are entitled to receive (either directly, or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for Common Stock is referred to herein as an “Organic Change.” Prior to the consummation of any Organic Change, the Corporation will make appropriate provisions to insure that each holder of Class A Preferred Stock will, and pursuant to this subsection A.6. each holder of Class A Preferred Stock will, thereafter have the right to acquire and receive, in lieu of or in addition to the shares of Common Stock, as the case may be, immediately theretofore acquirable and receivable upon the conversion of such holder’s shares of Class A Preferred Stock, such shares of stock, securities or assets as such holder would have received in connection with such Organic Change if such holder had converted his or its shares of Class A Preferred Stock immediately prior to such Organic Change. In any such case, the Corporation will make appropriate provisions to insure that the provisions of this subsection A.6. will thereafter be applicable to the Class A Preferred Stock. The Corporation will not effect any such consolidation, merger, share exchange or

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sale, unless prior to the consummation thereof, the successor corporation (if other than the Corporation) resulting from consolidation or merger or the corporation purchasing such assets assumes by written instrument, the obligation to deliver to each such holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to acquire. The Corporation will use its best efforts to give written notice to the holders of the Class A Preferred Stock at least thirty (30) days prior to the date on which any Organic Change will take place. In the event of an occurrence of the type contemplated by the foregoing provisions of this subsection A.6., but which is not expressly provided for by such provisions, the Corporation’s Board of Directors will make an appropriate adjustment in the conversion procedure so as to protect the holders of the Class A Preferred Stock from dilution of their conversion rights.

7.Amendments to This Section A. Notwithstanding the provisions of subsection A.4. hereof, the affirmative vote of the holders of at least a majority of the Class A Preferred Stock, voting separately as a class, shall be necessary to (i) adopt any amendment after the date hereof to this ARTICLE FOURTH of this Amended and Restated Certificate of Incorporation, except an amendment to this ARTICLE FOURTH to effect a stock split or authorization of additional shares of Common Stock, or both, in either event in contemplation of, and to be effective upon the consummation of, a Public Offering, provided that the additional number of shares of Common Stock shall not exceed the number of

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shares to be sold in such Public Offering, including any such shares included in an underwriter’s over-allotment option (whether or not exercised), plus 10% of the total number of shares of Common Stock and Class A Preferred Stock to be outstanding immediately after such Public Offering, or (ii) approve any merger, consolidation or share exchange involving the Corporation or any sale of all or substantially all of the Corporation’s assets.

This subsection A.7. shall provide no voting rights to the holders of Class A Preferred Stock except as to the matters explicitly set forth in this subsection.

8.Preemptive Rights. Except as expressly set forth in subsection A.6. hereof, holders of Class A Preferred Stock shall not be entitled on account of holding such shares to preemptive rights or other rights to acquire or subscribe for additional shares or securities of the Corporation authorized to be issued.

9.Definitions. As used in this Amended and Restated Certificate of Incorporation, the following words and terms shall have the meanings ascribed to them below:

“Affiliate” means, as to the Corporation: (i) any director, officer (other than an assistant secretary or assistant treasurer), or 5% or greater stockholder of the Corporation; (ii) any corporation, association, firm, or other entity of which any of the entities or persons listed in clause “(i)” immediately above is a member, director, officer, or 5% or greater stockholder; and (iii) any other person, directly or indirectly

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controlling or controlled by or under direct or indirect common control with the Corporation.

“Audited Cash Flow” means, for each Fiscal Year, the audited net income after tax of the Corporation for such Fiscal Year, Plus:

(a)the aggregate amount of all depreciation expense incurred by the Corporation with respect to such Fiscal Year;

(b)the aggregate amount of all payments (excluding Ordinary Course Payments) made to any Affiliate of the Corporation during such Fiscal Year; and

(c)any non-cash expense accrued but not paid within two years after the date such accrual is made (including, for example, a reserve required by adoption of a new Financial Accounting Standard Board statement); and minus

(i)capitalized Facility Improvement Items with respect to each Fiscal Year during the period through December 31, 1999; and

(ii)with respect to each Fiscal Year during the period through December 31, 1999, $60 million, or with respect to each Fiscal Year beginning on or after January 1, 2000, the sum of the amounts of all actual capital expenditures.

All of the foregoing shall be determined by the Corporation’s independent auditors in accordance with GAAP, consistently applied.

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“Capital Cost Shortfall Amount” means the amount, if any, by which Three Hundred Sixty Million Dollars ($360,000,000) exceeds the sum of (1) the total of all capital expenditures, committed capital expenditures (in an amount not to exceed $5,000,000), and Facility Improvement Items expensed (and not capitalized) during the Fiscal Years on and from the date of first issuance of the Class A Preferred Stock through December 31, 1999, and (2) $14,999.25 multiplied by the number of shares of Class A Preferred Stock redeemed prior to December 31, 1999. The $360,000,000 figure in this definition shall be prorated for any partial Fiscal Years to which it is applied.

“Facility Improvement Items” means, collectively, any costs related to the removal and replacement of (1) PCB-contaminated equipment, (2) asbestos-containing material, (3) wood floor block and (4) underground storage tanks.

“Fiscal Year” means the twelve (12) month period ending December 31 of any year.

“Net Audited Cash Flow” means, for each Fiscal Year, the Audited Cash Flow for such Fiscal Year plus the amount of any capital expenditures during such Fiscal Year included in the Capital Cost Shortfall Amount calculation as “committed capital expenditures” for the purposes of making the Capital Cost Shortfall Redemption, and minus the aggregate amount of (i) all dividends paid with respect to the Class A Preferred Stock for such Fiscal Year, and (ii) all principal payments made on scheduled debt service for such Fiscal Year,

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“Ordinary Course Payment” means any of the following paid to an Affiliate: (i) payment of reasonable compensation for services (including salary, bonus and fringe benefits) to an Affiliate who is a full-time employee of the Corporation, and reimbursement of reasonable expenses to an Affiliate who is a full-time employee of the Corporation, (ii) reasonable director’s fees and reimbursement of expenses of directors of the Corporation in attending meetings of the Board of Directors and performing the functions of a director of the Corporation; and (iii) payments for goods or services supplied by an Affiliate to the Corporation in the ordinary course of the Corporation’s business on terms no less favorable to the Corporation than could be obtained from a Person who is not an Affiliate.

“Public Offering” means the closing of a sale to the public by the Corporation or any stockholder of the Corporation of any securities of the Corporation pursuant to an effective registration statement (except for registration statements concerning business combinations or employee benefit plans) for such shares filed with the Securities and Exchange Commission by the Corporation under the Securities Act of 1933, as amended.

B.Class B Preferred Stock. The preferences, rights and privileges of the Class B Preferred Stock and the qualifications, limitations and restrictions thereof shall be as follows:

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1.Dividends.

a.Payment. The holders of the Class B Preferred Stock shall be entitled to receive cash dividends with respect to each Fiscal Year the Class B Preferred Stock is outstanding as and when declared by the Board of Directors, out of the funds of the Corporation legally available therefor, in the amount of 8% per annum of the liquidation preference of $10,000 per share. Such dividends shall be payable at least annually with respect to each Fiscal Year on the last day of the immediately succeeding March, commencing on March 31, 1995, pro rata to the holders of all outstanding Class B Preferred Stock as of the record date fixed for such dividend on the basis of the relative number of such shares held of record on that date by each holder. Such dividends shall be cumulative as provided in subsection B.1.b. hereof. Accumulations of dividends shall not bear interest.

b.Cumulative. The cash dividend payable with respect to each completed Fiscal Year, including any Fiscal Year in which all shares of Class B Preferred Stock are redeemed or the Corporation dissolves or is liquidated, shall be cumulative.

2.Redemption.

a.Optional Redemption. The Corporation may, at its option, redeem shares of the Class B Preferred Stock, as a whole or in part, at any time and from time to time on or after April 1, 1995.

b.Class B Preferred Stock Redemption Price. In the event of any redemption of Class B Preferred Stock, there

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shall be paid to the holders thereof the redemption price of $10,000 per share, plus accrued but unpaid dividends on each such share for all Fiscal Years through and including the date fixed for redemption (collectively, the “Class B Preferred Stock Redemption Price”).

c.Partial Redemptions. Redemptions of less than all of the outstanding shares of Class B Preferred Stock pursuant to this subsection B.2. shall be pro rata from each holder of such shares on the basis of the relative number of such shares outstanding and held of record by such holder at the time the Corporation elects or is obligated to make such redemption.

d.Redemption Procedure. Notice of every redemption shall be deposited in the U.S. mail, postage prepaid, not less than fifteen (15) days before the Corporation elects to redeem the Class B Preferred Stock, and addressed to each record holder of shares thereof at their respective addresses then appearing on the books of the Corporation and specifying (i) the redemption date, which date shall be not less than fifteen (15) or more than sixty (60) days after the date such notice is mailed, and (ii) the depository, which shall be a bank or trust company located in Cleveland, Ohio or Detroit, Michigan, to whom such certificates representing such Class B Preferred Stock should be delivered.

e.Payment of Aggregate Redemption Price by Corporation. Not less than one (1) business day prior to a specified redemption date, the Corporation shall deposit in good same day funds with the designated depository the aggregate Class

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B Preferred Stock Redemption Price for all shares of Class B Preferred Stock to be redeemed. At or before the time of such deposit, the Corporation shall direct that the designated depository pay such amount by certified checks or wire transfer of funds to the respective holders of Class B Preferred Stock to be redeemed in amounts equal to the aggregate Class B Preferred Stock Redemption Price for all shares of Class B Preferred Stock to be redeemed by each such holder. Upon the Corporation having given the notice required under subsection B.2.d. hereof and having made such deposits, holders of Class B Preferred Stock to be redeemed pursuant to such call for redemption shall cease to be stockholders with respect to such Class B Preferred Stock as of the redemption date, and shall have, from and after the redemption date, no interest in or claim against the Corporation with respect to such Class B Preferred Stock, except only to receive such checks or wire transfer of funds, without interest, from the designated depository.

f.Cancellation of Redeemed Stock. All shares of Class B Preferred Stock which are redeemed shall be retired and cancelled as of the date fixed for redemption, shall no longer be deemed to be outstanding and may not thereafter be reissued.

3.Liquidation. In the event of liquidation or dissolution of the Corporation, after the payment or provision for payment of all of the liabilities of the Corporation and before any payment or other distribution is made on account of the Common Stock, there shall be paid to the holders of the Class

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B Preferred Stock the amount of the Class B Preferred Stock Redemption Price; provided, however, that the amount of accrued and unpaid dividends to be included therein shall be accrued up to the date of payment. After payment to the holders of the Class B Preferred Stock of the full preferential amount as provided above, such holders, as such, shall not be entitled to share further in the assets of the Corporation or in the proceeds of the liquidation. Nothing contained herein shall be construed to prohibit the retirement of the Class B Preferred Stock by purchase or redemption, and neither the purchase nor redemption of the Class B Preferred Stock, nor a merger, consolidation or reorganization of the Corporation, nor a sale, or lease or transfer of all or substantially all of the assets of the Corporation, shall be considered a liquidation or dissolution of the Corporation within the meaning of this subsection B.3. If the net assets of the Corporation legally available therefor or the proceeds therefrom are insufficient to permit the payment upon all outstanding shares of Class B Preferred Stock and Class A Preferred Stock of the full amount to which the holders thereof are entitled, then such net assets shall be distributed pro rata to each holder of Class B Preferred Stock and Class A Preferred Stock shares on the basis of the relative number of such shares outstanding and held of record by each such holder at the time of such payment multiplied by the amounts of the Class B Preferred Stock Redemption Price and the Class A Preferred Stock Redemption Price, respectively.

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4.Voting. The holders of the Class B Preferred Stock shall have no voting rights, except as required by law.

5.Preemptive Rights. Holders of Class B Preferred Stock shall not be entitled on account of holding such shares to preemptive rights or other rights to acquire or subscribe for additional shares or securities of the Corporation authorized to be issued.

C.Common Stock. The preferences, rights and privileges of the Common Stock, and the qualifications, limitations and restrictions thereof, shall be as follows. Except as set forth above with respect to dividends, the shares of Common Stock shall be subject to the preferences, rights and privileges of the Class A Preferred Stock and the Class B Preferred Stock. Each share of Common Stock shall be equal to every other share of Common Stock. The holders of shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock upon all matters presented or required to be presented to the stockholders for a vote. Holders of Common Stock shall not be entitled on account of holding such stock to preemptive rights or other rights to acquire or subscribe for additional stock or securities of the Corporation authorized to be issued.

FIFTH: The number of directors which shall constitute the whole board shall be fixed by, or in the manner provided in, the By-laws of the Corporation. Meetings of stockholders shall be held at such place, within or without the State of Delaware, as may be designated by or in the manner provided in the By-laws, or, if not so designated, at the registered office of the

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Corporation in the State of Delaware. Election of directors need not be by written ballot unless and to the extent that the Bylaws of the Corporation so provide.

SIXTH: In furtherance and not in limitation of the powers conferred by statute, a majority in number of the Board of Directors is expressly authorized to make, alter or repeal the By-laws of the Corporation.

SEVENTH: Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them, and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the 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 the 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 the Corporation, as the case may be, to be summoned in such manner as the court directs. If a majority in number representing fifty-one percent (51%) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, and/or holders of a majority of the outstanding shares of Class A Preferred Stock, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a

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consequence of such compromise or arrangement, such compromise or arrangement and such reorganization shall, if sanctioned by the court to which such 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 the Corporation, as the case may be, and also on the Corporation.

EIGHTH: In the event any provision (or portion thereof) of this Restated Certificate of Incorporation shall be found to be invalid, prohibited, or unenforceable for any reason, the remaining provisions (or portions thereof) of this Restated Certificate of Incorporation shall be deemed to remain in full force and effect, and shall be construed as if such invalid, prohibited, or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its stockholders that each such remaining provision (or portion thereof) of this Restated Certificate of Incorporation remain, to the fullest extent permitted by law, applicable and enforceable as to all stockholders, notwithstanding any such finding.

NINTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any repeal or modification of the foregoing provisions of this ARTICLE NINTH by the stockholders of the Corporation shall be prospective only and shall not adversely affect any

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right or protection of a director of the Corporation existing at the time of such repeal or modification for or with respect to any act or omission of a director occurring prior to such repeal or modification.

TENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH: Except as otherwise provided in this Restated Certificate of Incorporation or the By-laws of the Corporation, notwithstanding any provisions in the General Corporation Law of the State of Delaware now or hereafter in effect, requiring for any purpose the vote, consent, waiver or release of the holders of a designated proportion (but less than all) of the stock of the Corporation or of any particular class or classes of stock, as the case may be, the vote, consent, waiver or release of the holders of stock entitling them to exercise a majority of the voting power of the shares of the Corporation or of any class or classes of shares, as the case may be, shall be required and sufficient for any such purpose.

TWELFTH: The Corporation is to have perpetual existence.

THIRTEENTH: This Restated Certificate of Incorporation supersedes and replaces in its entirety the original Certificate of Incorporation filed by the Corporation on October 14, 1993.

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IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Vice President and attested by its Secretary as of this 23rd day of February, 1994.

	AMERICAN AXLE & MANUFACTURING, INC.
	By:	/s/ R. Matthew Kent
		R. Matthew Kent, Vice President
Attest:
/s/ Robert J. Peterson
Robert J. Peterson, Secretary

JP1320:35436:93001:CERT.INS

1am 2-23-94

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EX-3.2

Exhibit 3.2

Adopted February 26, 1994

Amended October 20, 1994

Amended November 6, 1997

BY-LAWS

OF

AMERICAN AXLE & MANUFACTURING, INC.

ARTICLE I

Meetings of Stockholders

Section l.Annual Meetings. The annual meeting of stockholders shall be held at such time and place and on such date in each year as may be fixed by the board of directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.

Section 2.Special Meetings. Special meetings of the stockholders shall be called upon the written request of the chairman of the board of directors, the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or of the holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

Section 3.Notices of Meetings. Unless waived, and except as provided in section 230 of the General Corporation Law of the state of Delaware, written notice of each annual or special meeting seating the date, time, place and purposes thereof shall be given by personal delivery or by mail to each stockholder of record entitled to vote at or entitled to notice of the meeting, not more than sixty (60) days nor less than ten (10) days before any such meeting. If mailed, such notice shall be directed to the stockholder at his address as the same appears upon the records of the Corporation. Any stockholder, either before or after any meeting, may waive any notice required to be given by law or under these By-Laws.

Section 4.Place of Meetings. Meetings of stockholders shall be held at the principal office of the Corporation unless the board of directors determines that a meeting shall be held at some other place within or without the State of Delaware and causes the notice thereof to so state

Section 5.Quorum. The holders of shares entitling them to exercise a majority of the voting power of the corporation entitled to vote at any meeting, present in person or by proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that, no action required by law or by the Certificate of Incorporation, or these By-Laws to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion; and

provided, further, that if a separate class vote is required with respect to any matter, the holders of a majority of the outstanding shares of such class, present in person or by proxy, shall constitute a quorum of such class, and the affirmative vote of the majority of shares of such class so present shall be the act of such class. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall he present.

Section 6.Record Date. The board of directors may fix a record date for any Lawful purpose, including, without limiting the generality of the foregoing, the determination of stockholders entitled to (i) receive 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, (ii) receive payment of any dividend or other distribution or allotment of any rights, or (iii) exercise any rights in respect of any change, conversion or exchange of stock. Such record date shall not precede the date on which the resolution fixing the record date is adopted by the board of directors. Such record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days before the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, nor more than ten days after the date on which the resolution fixing the record date for such written consent is adopted by the board of directors, as the case may be.

If a record date shall not be fixed in respect of any such matter, the record date shall be determined in accordance with the General corporation law of the State of Delaware.

Section 7.Proxies. A person who is entitled to attend a stockholders’ meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person.

ARTICLE II

Directors

Section 1.Number of Directors. The number of directors of the corporation, none of which need to be stockholders, shall be fixed from time to time by resolution of the Board of Directors, but in no event shall the number of directors be less than five (5) or more than eleven (11).

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Section 2.Election of Directors. Directors shall be elected at the annual meeting of stockholders, but when the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any stockholder entitled to vote at such election, but unless such request is made the election may be conducted in any manner approved at such meeting.

At each meeting or stockholders for the election of directors, the persons receiving the greatest number of votes shall be directors.

Section 3.Term of Office. Each director shall hold office until the annual meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

Section 4.Removal. All the directors, or all the directors of a particular class, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors in place of those to be removed.

Section 5.Vacancies. Vacancies in the Board of Directors by reason of death, resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, unless filled by action of the stockholders of the Corporation. Each person so elected shall be a director for a term of office continuing only until the next election of directors by the stockholders.

Section 6.Quorum and Transaction of Business. A majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7.Annual Meeting. Annual meetings of the board of directors shall be held immediately following annual meetings of the stockholders, or as soon thereafter as is practicable. If no annual meeting of the stockholders is held, or if directors are not elected thereat, then the annual meeting of the board of directors shall be held immediately following any special meeting of the stockholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of directors is held immediately following a meeting of

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the stockholders, it shall be held at the same place at which such stockholders’ meeting was held.

Section 8.Regular Meetings. Regular meetings of the board of directors shall be held at such times and places, within or without the State of Delaware, as the board of directors may, by resolution, from time to time determine. The secretary shall give notice of each such resolution to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.

Section 9.Special Meetings. Special meetings of the board of directors may be called by the chairman of the board, the president, any vice president or any two members of the board of directors, and shall be held at such times and places, within or without the state of Delaware, as may be specified in such call.

Section 10.Notice of Annual or Special Meetings. Notice of the time and place of each annual or special meeting shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the meeting and may be given in any manner or method and at such time so that the director receiving it may have reasonable opportunity to attend the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least forty-eight (48) hours prior to the meeting and directed to the residence of each director as shown upon the secretary’s records. The giving of notice shall be deemed to have been waived by any director who shall attend and participate in such meeting and may be waived, in a writing, by any director either before or after such meeting.

Section 11.Compensation. The directors, as such, shall be entitled to receive such reasonable compensation, if any for their services as may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their services as the board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

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ARTICLE III

Committees

Section 1.Executive committee. The board of directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee of three or more directors, the members of which shall be elected by the board of directors to serve during the pleasure of the board. If the board of directors does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the board of directors, possess and may exercise all of the powers of the board of directors in the management of the business and affairs of the corporation, other than that of filling vacancies among the directors or in any committee of the directors or except as provided by law. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the board of directors at its meeting next succeeding such action and shall be subject to control, revision and alteration by the board of directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

Section 2.Meetings of Executive committee. Subject to the provisions of these By-Laws, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the board of directors, and it shall also meet at the call of the chairman of the board, the president, the chairman of the executive committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be given of meetings of the board of directors shall also apply to meetings of the members of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act in a writing without a meeting, but no such action of the executive committee shall be effective unless concurred in by all members of the committee.

Section 3.Other Committees. The board of directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at its pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it

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by the board of directors. The provisions of section 1 and Section 2 of this Article shall govern the appointment and action of such committees so far as consistent, unless otherwise provided by the board of directors. Vacancies in such committees shall be filled by the board of directors or as the board of directors may provide.

ARTICLE IV

Officers

Section 1.General Provisions. The board of directors shall elect a president, such number of vice presidents, if any, as the board may from time to time determine, a secretary and a treasurer. The board of directors may also elect a chairman of the board of directors and may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The chairman of the board, if one be elected, shall be, but the other officers need not be, chosen from among the members of the board of directors. Any two or more of such offices, other than those of president and vice president, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 2.Term of office. The officers of the Corporation shall hold office during the pleasure of the board of directors, and, unless sooner removed by the board of directors, until the annual meeting of the board of directors following the date of their election and until their successors are chosen and qualified. The board of directors may remove any officer at any time, with or without cause. Subject to the provisions of Section 6 of Article V of these By-Laws, a vacancy in any office, however created, shall be filled by the board of directors.

ARTICLE V

Duties of officers

Section 1.Chairman of the Board. The chairman of the board shall preside at all meetings of the board of directors.

Section 2.Vice Chairman of the Board. The vice chairman of the board, if one be elected, shall have such powers and duties as may be prescribed by the board of directors.

Section 3.President. The president shall be the chief executive officer of the corporation and shall exercise supervision over the business of the Corporation and over its

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several officers, subject, however, to the control of the board of directors. In the absence of the chairman of the board, or if none be elected, the president shall preside at meetings of stockholders. The president shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes, and other instruments requiring his signature; and shall have all the powers and duties prescribed by the General Corporation Law of the state of Delaware and such others as the board of directors may from time to time assign to him.

Section 4.Vice Presidents. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the board of directors, the chairman of the board or the president. At the request of the president, or in the case of his absence or disability, the vice President designated by the president (or in the absence of such designation, the vice president designated by the board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 5.Secretary. The secretary shall keep minutes of all the proceedings of the stockholders and the board of directors and shall make proper record of the same, which shall be attested by him; shall have authority to execute and deliver certificates as to any of such proceedings and any other records of the Corporation; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to he executed by the Corporation which require his signature; shall give notice of meetings of stockholders and directors; shall produce on request at each meeting of stockholders a certified list of stockholders arranged in alphabetical order; shall keep such books and records as may be required by law or by the board of directors; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the board of directors, the chairman of the board or the president.

Section 6.Treasurer. The treasurer shall have general supervision of all finances; he shall have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the corporation, and shall do with the same as may from tine to time be required by the board of directors. He shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required; and he shall have such other powers and duties

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as may from time to time be assigned to him by the board of directors, the chairman of the hoard or the president.

Section 7.Assistant and Subordinate Officers. Each other officer shall perform such duties as the board of directors, the chairman of the board or the president may prescribe. The board of directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 8.Duties of officers May Be Delegated. In the absence of any officer of the Corporation, or for any other reason the board of directors may deem sufficient, the board of directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any director.

ARTICLE VI

Indemnification and Insurance

Section 1.Indemnification in Non-Derivative Actions. The Corporation shall 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 (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, 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 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, he had reasonable cause to believe that his conduct was unlawful.

Section 2.Indemnification in Derivative actions. The Corporation shall indemnify 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

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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, officer, employee or agent 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 person shall have been adjudged to be liable to the corporation unless and only to the extant that the Court of chancery 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 person is fairly and reasonably entitled to indemnity for such expenses which the court of Chancery or such other court shall deem proper.

Section 3.Indemnification as a Matter of Right. To the extent that a director, officer, employee or agent of the corporation has been successful on the Merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, 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.

Section 4.Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article VI (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, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who ware not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

Section 5.Advance Payment of Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.

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Section 6.Nonexclusivity. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI 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, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 7.Liability Insurance. The Corporation shall have the 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 section.

Section 8.Corporation. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any parson who is or was a director, officer, employee or agent of such 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 VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

Section 9.Employee Benefit Plans. For purposes of this Article VI, references to any “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not

10

opposed to the best interests of the Corporation” as referred to in this Article VI.

Section 10.Continuation. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, 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.

ARTICLE VII

Certificates for Shares

Section 1.Form and Execution. Certificates for shares, certifying the number of full-paid shares owned, shall be issued to each stockholder in such farm as shall be approved by the board of directors. Such certificates shall be signed by the chairman or vice-chairman of the board of directors or the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer; provided, however, that the signatures of any of such officers and the seal of the corporation upon such certificates may be facsimiles, engraved, stamped or printed. If any officer or officers who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates shall nevertheless be as effective in all respects as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the corporation.

Section 2.Registration of Transfer. Any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the corporation or any transfer agent therefor (far the class of shares represented by the certificate surrendered) properly endorsed for transfer and accompanied by such assurances as the Corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary endorsement.

Section 3.Lost, Destroyed or stolen Certificates. A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i)

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the execution and delivery to the corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged lose, destruction or taking, the certificate was endorsed, and (ii) the furnishing to the Corporation of indemnity and other assurances, if any, satisfactory to the corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to Which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

Section 4.Registered Stockholders. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificate or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VIII

Fiscal year

The fiscal year of the Corporation shall commence on such data in each year as shall be designated from time to time by the board of directors. In the absence of such designation, the fiscal year of the corporation shall end on December 31 in each year.

ARTICLE IX

Seal

The board of directors may provide a suitable seal containing the name of the Corporation. If deemed advisable by the board of directors, duplicate seals may be provided and kept for the purposes of the corporation.

ARTICLE X

Amendments

These By-Laws shall be subject to alteration, amendment, repeal, or the adoption of new By-Laws either by the

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affirmative vote or written consent of a majority of the whole board of directors, or by the affirmative vote or written consent of the holders of record of a majority of the outstanding stock of the Corporation, present in person or represented by proxy and entitled to vote in respect thereof, given at an animal meeting or at any special meeting at which a quorum shall be present.

ARTICLE XI

Stockholder Agreements

These By-Laws are not in limitation of the contractual rights of the Corporation and of stockholders of the Corporation, who shall be entitled to enter into agreements limiting or restricting or otherwise modifying the terms and provisions hereof and the governance of the Corporation from a contractual standpoint, and in the event of any conflict between these By-Laws and any such agreement, the terms and provisions of such agreement shall control provided the same are in writing and signed by the party to be charged, and the rights and remedies under such agreement shall not be limited or modified by the terms hereof.

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EX-3.6

Exhibit 3.6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 09/28/1998

981376339 - 2949379

CERTIFICATE OF INCORPORATION

of

AAM INTERNATIONAL HOLDINGS, INC.

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the Delaware General Corporation Law, hereby certifies that:

1.The name of the Corporation is AAM international Holdings, Inc.

2.The registered office and registered agent of the Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3.The purpose of the corporation is 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 of stock that the Corporation is authorized to issue is 100 shares of Common Stock, par value $.01 each.

5.The name and address of the incorporator is Alan Schwartz, 425 Lexington Avenue, New York, New York 10017.

6.The Board of Directors of the Corporation, acting by majority vote, may alter, amend or repeal the By-Laws of the Corporation.

7.Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of incorporation on September 28, 1998.

/s/ Alan Schwartz

Alan Schwartz

Sole Incorporator

EX-3.7

Exhibit 3.7

Exhibit A

AAM INTERNATIONAL HOLDINGS, INC.

BY-LAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1.Place of Meeting. Meetings of the stockholders of AAM International Holdings, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2.Annual Meetings. The annual meeting of stockholders shall be held upon not less than ten nor more than sixty days written notice of the time, place and purposes of the meeting. The meeting shall be held at the time and at the place determined by the Board of Directors. At the meeting, the stockholders shall elect directors and transact any other business that properly comes before the meeting.

Section 3.Special Meetings. A special meeting of stockholders may be called for any purpose by the president or the Board of Directors. The meeting shall be hold at the time and at the place determined by the president or the board. A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.

Section 4.Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from lime to time until a quorum is present.

Section 5.Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1.Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen. The first Board of Directors shall consist of three Directors. Thereafter, within the limits specified above, the number of Directors shall be determined by the initial Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting, Vacancies and newly created directorships resulting from any increase in the number of Directors

may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2.Regular Meetings. A regular meeting of the Board of Directors shall be held without notice immediately following and at the same place as the annual stockholders’ meeting for the purpose of electing officers and conducting any other business that may come before the meeting. The Board of Directors may decide to have additional regular meetings that may be held without notice.

Section 3.Special Meetings. A special meeting of the Board of Directors may be called for any purpose at any time by the president or by two Directors. The meeting shall be held upon not less than one hour’s notice if given by telegram, orally (either by telephone or in person), or by facsimile transmission, upon not less than three days notice If given by overnight courier delivery service, or upon not less than five days notice if given by depositing the notice in the United States mails, first class postage prepaid. The notice shall be effective upon the first to occur of the following: (i) when received, (ii) when communicated in a comprehensible manner, if given orally, (iii) on the date shown on the return receipt signed on behalf of the addressee, if sent by registered or certified mail, return receipt requested, or (iv) five days after its deposit in the United States mall, as evidenced by the postmark, if mailed postpaid and correctly addressed. The notice shall specify the time and place, and may, but need not, specify the purposes, of the meeting.

Section 4.Action Without Meeting. The Board of Directors may act without a meeting by written consent to the action, each member of the Board of Directors consents in writing to the action. The written consent or consents shall be filed in the minute book.

Section 5.Use of Communications Equipment. Any director may participate in a meeting of the board by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

Section 6.Quorum. The presence at a meeting of persons entitled to cost a majority of the votes of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 7.Votes Required. Any action approved by a majority of the votes of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.Committees of Directors. The Board of Directors may, by resolution adopled by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify, In the absence or disqualification of a member of a committee, the

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member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

WAIVERS OF NOTICE

Any notice required by these By-Laws, by the Articles of Incorporation, or by the Delaware General Corporation Law may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the event with respect to which the notice is waived. A Director’s or stockholder’s attendance at or participation in a meeting (i) waives objection to lack of any required notice or defective notice of the meeting unless such person at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and, in the case of a Board meeting, the Director does not thereafter vote for or assent to action taken at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter before action is taken on the matter.

ARTICLE IV

OFFICERS

The officers of the Corporation shall consist of a President and a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer ejected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

INDEMNIFICATION

To the fullest extant permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, Judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise,

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to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Fiscal Year. The fiscal year of the Corporation shall he fixed by the Board of Directors.

As adopted on the 28th day of September, 1998.

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EX-3.8

Exhibit 3.8

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:05 PM 07/17/2008

FILED 11:59 AM 07/17/208

SRV 080793766 - 4576301 FILE

STATE of DELA WARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

·First: The name of this Corporation is DieTronik, Inc.

·Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code: 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 corporations may be organized under the General Corporation Law of Delaware.

·Fourth: The amount of the total stock this Corporation is authorized to issue is 100 shares with apar value of $.01 per share.

·Fifth: The name and address of the incorporator is as follows:

Steven R. Keyes

One Dauch Drive

Detroit, MI 48211-1198

·Sixth: The Board of Directors of the Corporation, acting by majority vote, may alter, amend or repeal the By-Laws of the Corporation.

·Seventh: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

·I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto se my hand this 17th day of July, A.D. 2008

BY:	/s/ Steven R. Keyes
NAME:		STEVEN R. KEYES

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:35 PM 10/16/2015

FILED 05:35 PM 10/16/2015

SR 20150542455 - File Number 4576301

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of DieTronik, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Paragraph 1” so that, as amended, said Article shall be and read as follows:

The name of this Corporation is Auburn Hills Manufacturing, Inc. The effective date of this name change is January 1, 2016.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting 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 corporation has caused this certificate to be signed this 16th day of October, 2015 .

By:	/s/ David E. Barnes
	Authorized Officer
Title:	Secretary
Name:	David E. Barnes
	Print or Type

EX-3.9

Exhibit 3.9

AMENDED AND RESTATED BY-LAWS

of

AUBURN HILLS MANUFACTURING, INC.

(As of December 1, 2017)

ARTICLE 1

GENERAL

Section 1.The name of the Corporation is Auburn Hills Manufacturing, Inc. pursuant to the Amendment to Certificate of Incorporation filed with the state of Delaware on October 16, 2015.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.Place of Meeting.  Meetings of the stockholders of Auburn Hills Manufacturing, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2.Annual Meetings.  The annual meeting of stockholders shall be held upon not less than ten nor more than sixty days written notice of the time, place and purposes of the meeting.  The meeting shall be held at the time and at the place determined by the board of Directors. At the meeting, the stockholders shall elect directors and transact any other business that properly comes before the meeting.

Section 3.Special Meetings.  A special meeting of stockholders may be called for any purpose by the president of the Board of Directors. The meeting shall be held at the time and at the place determined by the president or the Board. A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.

Section 4.Quorum.  At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporations issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5.Voting.  Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present

in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE III

DIRECTORS

Section 1.Number, Election and Removal of Directors.  The number of Directors that shall constitute the Board of Directors shall not be less than one nor more than fifteen. Thereafter, within the limits specified herein, the number of Directors shall be determined by the Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2.Regular Meetings.  A regular meeting of the Board of Directors shall be held without notice immediately following and at the same place as the annual stockholders’ meeting for the purpose of electing officers and conducting any other business that may come before the meeting. The Board of Directors may decide to have additional regular meetings that may be held without notice.

Section 3.Special Meetings.  A special meeting of the Board of Directors may be called for any purpose at any time by the president or by two Directors. The meeting shall be held upon not less than one hour’s notice if given by telegram, orally (either by telephone or in person), or by facsimile transmission, upon not less than three days’ notice if given by overnight courier delivery service, or upon not less than five days’ notice if given by depositing the notice in the United States mail, first class postage prepaid. The notice shall be effective upon the first to occur of the following:  (i) when received, (ii) when communicated in a comprehensible manner, if given orally, (iii) on the date shown on the return receipt signed on behalf of the addressee, if sent by registered or certified mail, return receipt requested, or (iv) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. The notice shall specify the item and place, and may, but need not, specify the purposes, of the meeting.

Section 4.Action Without Meeting.  The Board of Directors may act without a meeting by written consent to the action provided each member of the Board of Directors consents in writing to the action. The written consent or consents shall be filed in the minute book.

Section 5.Use of Communications Equipment.  Any director may participate in a meeting of the board by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

Section 6.Quorum.  The presence at a meeting of persons entitled to cast a majority of the votes of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 7.Votes Required.  Any action approved by a majority of the votes of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.Committees of Directors.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE IV

WAIVERS OF NOTICE

Any notice required by these By-Laws, by the Articles in Incorporation, or by the Delaware General Corporation Law may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the vent with respect to which the notice is waived. A Director’s or stockholder’s  attendance at or participation in a meeting (i) waives objection to lack of any required notice of defective notice of the meeting unless such person at the beginning of the meeting (or promptly upon arrival ) objects to holding the meeting or transacting business at the meeting and, in the case of a Board meeting, the Director does not thereafter vote for or assent to action taken at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter before action is taken on the matter.

ARTICLE V

OFFICERS

The officers of the Corporation shall consist of a President and a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties and responsibilities of any officer of the Corporation may be suspended by the President with or without cause.

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE VI

INDEMNIFICATION

To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party or is threatened to be made a party be reason of his or her current or former position with the corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VII

GENERAL PROVISIONS

Section 1.  Fiscal Year.  The fiscal year of the Corporation shall be fixed by the Board of Directors.

EX-3.10

Exhibit 3.10

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:48 PM 08/24/2007

FILED 03:31 PM 08/24/2007

SRV 070956117 - 4412877 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

·First: The name of this Corporation is Oxford Forge, Inc.

·Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code: 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 corporations may be organized under the General Corporation Law of Delaware.

·Fourth: The amount of the total stock of this corporation is authorized is issue 100 shares with a par value of $.01 per share.

·Fifth: The name and address of the incorporator is as follows:

Steven R. Keyes

One Dauch Drive

Detroit, MI 48211-1198

·Sixth: The Board of Directors of the Corporation, acting by majority vote, may alter, amend or repeal the By-Laws of the Corporation.

·Seventh: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

·I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 24th day of August A.D 2007.

BY:	/s/ Steven R. Keyes
	(Incorporator)
NAME:		STEVEN R. KEYES

EX-3.11

Exhibit 3.11

OXFORD FORGE, INC.

BY-LAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1.Place of Meeting. Meetings of the stockholders of Oxford Forge, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2.Annual Meetings. The annual meeting of stockholders shall be held upon not less than ten nor more than sixty days written notice of the time, place and purposes of the meeting. The meeting shall be held at the time and at the place determined by the Board of Directors. At the meeting, the stockholders shall elect directors and transact any other business that properly comes before the meeting.

Section 3.Special Meetings. A special meeting of stockholders may be called for any purpose by the president of the Board of Directors. The meeting shall be held at the time and at the place determined by the president or the Board. A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.

Section 4.Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s Issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5.Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1.Number, Election and Removal of Directors. The number of Directors that shall constitute the Board of Directors shall not be less than one nor more than fifteen. The first Board of Directors shall consist of four Directors that shall be:

Yogendra N. Rahangdale, Chairman

David C. Dauch

Michael K. Simonte

Norman Willemse

Thereafter, within the limits specified above, the number of Directors shall be determined by the initial Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2.Regular Meetings. A regular meeting of the Board of Directors shall be held without notice immediately following and at the same place as the annual stockholders’ meeting for the purpose of electing officers and conducting any other business that may come before the meeting. The Board of Directors may decide to have additional regular meetings that may be held without notice.

Section 3.Special Meetings. A special meeting of the Board of Directors may be called for any purpose at any time by the president or by two Directors. The meeting shall be held upon not less than one hour’s notice If given by telegram, orally (either by telephone or in person), or by facsimile transmission, upon not less than three days notice if given by overnight courier delivery service, or upon not less than five days notice if given by depositing the notice in the United Stales mall, first class postage prepaid. The notice shall be effective upon the first to occur of the following: (i) when received, (ii) when communicated in a comprehensible manner, If given orally, (iii) on the date shown on the return receipt signed on behalf of the addressee, if sent by registered or certified mail, return receipt requested, or (iv) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, The notice shall specify the time and place, and may, but need not, specify the purposes, of the meeting.

Section 4.Action Without Meeting. The Board of Directors may act without a meeting by written consent to the action, each member of the Board of Directors consents in writing to the action. The written consent or consents shall be filed in the minute book.

Section 5.Use of Communications Equipment. Any director may participate in a meeting of the board by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

2

Section 6.Quorum. The presence at a meeting of persons entitled to cast a majority of the votes of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 7.Votes Required. Any action approved by a majority of the votes of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8.Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

WAIVERS OF NOTICE

Any notice required by these By-Laws, by the Articles in Incorporation, or by the Delaware General Corporation Law may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the event with respect to which the notice is waived. A Director’s or stockholder’s attendance at or participation in a meeting (i) waives objection to lack of any required notice or defective notice of the meeting unless such person at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and, in the case of a Board meeting, the Director does not thereafter vote for or assent to action taken at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter before action is taken on the matter.

ARTICLE IV

OFFICERS

The officers of the Corporation shall consist of a President and a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties Incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors.

3

The authority, duties and responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may he removed by the Board of Directors with or without cause.

ARTICLE V

INDEMNIFICATION

To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, Judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

As adopted on the 11th day of December, 2005.

4

EX-3.12

Exhibit 3.12

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE–CORPORATION AND SECURITIES BUREAU EFFECTIVE DATE FILED Date Received If different than OCT 23 1981 [ILLEGIBLE] OCT 15 1981 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau Corporation Number 2 6 4 – 1 4 4 (SEE INSTRUCTIONS ON REVERSE SIDE) ARTICLES OF INCORPORATION (Domestic Profit Corporation) These Articles of Incorporation are signed by the incorporator(s) for the purpose of forming a profit corporation pursuant to the provisions of Act 284 Public Acts of 1972, as amended, as follows: ARTICLE I (See Part 2 of instruction on Page 4) The name of the corporation is W-F INDUSTRIES, INC. (See Part 3 of instruction on Page 4.) ARTICLE II [ILLEGIBLE] The purpose or purposes for which the corporation is organized is to engage in any activity within the purposes for which corporations may be organized under the Business Corporation Act of Michigan. ARTICLE III The total authorized capital stock is:  1. Common Shares 50,000 For Value Per Share $ 1.00  Preferred Shares For Value Per Share $ and/or shares without par value as [ILLEGIBLE] (See Part 4 of Instructions on Page 4)  2. Common Shares Stated For Value Per Share $ Preferred Shares Stated For Value Per Share $ 3. A statement of all or any of the relative right preferences and limitations of the shares of each class is as follows: [ILLEGIBLE] There shall be one class of stock each share of which shall have equal powers, preferences and rights. GOLD, SEAL APPEARS ONLY ON ORIGINAL [ILLEGIBLE]

ARTICLE IV 1. The address of the initial registered office is: (See Part 5 of instructions on page 4) 525 Woodward Avenue, Suite 1200, Bloomfield Hills , Michigan 48013 NO AND STREET CITY ZIP 2. Mailing address of the initial registered office if different then above (See Part 5 of instructions on page 4) , Michigan P.O. Box CITY ZIP 3. The name of the initial resident agent at the registered office is: JAMES A. WILLIAMS ARTICLE V (See Part 6 of instructions on page 4) The name(s) and address(es) of the incorporator(s) is (are) as follows: Name Residence or Business Address JAMES A. WILLIAMS 525 Woodward Avenue, Suite 1200, Bloomfield Hills, Michigan 48013 EDWARD L. RUBY 525 Woodward Avenue, Suite 1200, Bloomfield Hills, Michigan 48013 ARTICLE VI OPTIONAL (Delete Article VI if not applicable.) When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholder or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditor or class of creditors or of the shareholders or class of shareholders to be effected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing ¾ 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 this 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 this corporation. ARTICLE VII OPTIONAL (Delete Article VII if not applicable.) Any action required or permitted by this act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the 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 shareholders who have not consented in writing. Page 2 GOLD SEAL APPEARS ONLY ON ORIGINAL

(Use space below for continuation of previous Articles and/or for additional Articles.) Please indicate which article you are responding to and/or insert any desired additional provisions authorized by the act by adding additional articles here. I (We), the incorporator(s) sign my (our) name(s) this 13 day of October 1981  James A Williams JAMES A. WILLIAMS [ILLEGIBLE] EDWARD L. RUBY (INSTRUCTIONS ON PAGE 4) Page 3 GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] MAIL RETURNED COPY TO: (Fill in Name and Address Here) Edward L. Ruby Telephone: Williams, Schaefer, Ruby S Williams, Attorneys Area Code 525 Woodward Avenue, Suite 1200 Bloomfield Hills, Mi 43013 NUMBER INFORMATION AND INSTRUCTIONS Articles of Incorporation — Profit Domestic Corporations 1. [ILLEGIBLE] 2. Article I—[ILLEGIBLE] 3. Article II—[ILLEGIBLE] 4. Article III—[ILLEGIBLE] 5. Article IV—[ILLEGIBLE] 6. Article V—[ILLEGIBLE] 7. [ILLEGIBLE] 8. [ILLEGIBLE] 9. [ILLEGIBLE] 10. [ILLEGIBLE] 11. [ILLEGIBLE] 12. [ILLEGIBLE]

 [ILLEGIBLE] Page 4 [ILLEGIBLE]

[ILLEGIBLE] [ILLEGIBLE] 264-144 MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU FILED Date received FEB 19 1982 NOV 17 1981 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau EXPIRATION DATE: December 31. 1987 CERTIFICATE OF ASSUMED NAME (For Use by Domestic and Foreign Corporations) (See Instructions on Reverse Side) Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate: 1. The true name of the corporation is W–F INDUSTRIES, INC. 2. The location of the registered office in Michigan is 525 Woodward Avenue, Suite 1200, Bloomfield Hills , Michigan 48013 (No, and Street) (Town or City) (Zip Code) 3. The assumed name under which the business is to be transacted is MSP INDUSTRIES CORPORATION Signed this 13th day of November , 1981 . W–F INDUSTRIES, INC. By [ILLEGIBLE] (Signature of President, Vice-President, Chairperson or Vice-Chairperson) JAMES A. WILLIAMS, Vice President (Type or Print Name and Title) [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

CAS-520 (Rev. 1.83) MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Date Received FILED DEC 15 1983 DEC 20 1983 Administrator MICHIGAN DEPT. OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations (Please read instructions on reverse side before completing form) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The name of the corporation is: W–F INDUSTRIES, INC. 2. The corporation Identification number (CID) assigned by the Bureau is: 2 6 4 — 1 4 4 3. a. The address of the registered office as currently on file with the Bureau is: 525 Woodward Ave., Suite 1200, Bloomfield Hills, , Michigan 49013 (Street Address) (City) (ZIP Code) b. The mailing address of the registered office if different than above is: , Michigan (P.O. Box) (City) (ZIP Code) c. The name of the resident agent as currently on file with the Bureau is: James A. Williams III 4. (Complete if the address of the registered office is changed) The address of the registered office is changed to: 23860 Sherwood, Center Line, MI 48015 , Michigan (Street Address) (City) (ZIP Code) The mailing address of the registered office if different than above is: P.O. Box 3308 Center Line, , Michigan 48015 (P.O. Box) (City) (ZIP Code) 5. (Complete if the resident agent is changed) The name of the successor resident agent is: Richard P. McDermott 6. The corporation further states that the address of its registered office and the address of the business office of its resident agent, as changed, are identical. 7. The above changes were authorized by resolution duly adopted by its board of directors or trustees. Signed this 12th day of December , 1983 By [ILLEGIBLE] (Signature) Richard P. McDermott, President (Type or Print Name and Title) [ILLEGIBLE]

[ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. Telephone W-F INDUSTRIES, INC. Area Code 313 23860 Sherwood, P.O. Box 3308 Center Line, Michigan 48015 755-3900 Number Attn: Richard P McDermott, President INFORMATION AND INSTRUCTIONS 1. Submit one original copy of this document. Upon filling, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 2. This document is to be used pursuant to section 242 of the Act by domestic and foreign profit and nonprofit corporations for the purpose of changing their registered office or resident agent, or both. 3. Item 2–Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 4. Item 3 – The address of the registered office and name of the resident agent must be the same as are designated in the articles of incorporation or subsequent change filed with the Bureau. 5. Item 4 – A post office box may not be designated as the address of the registered office. The mailing address may differ from the address of the registered office only if a post office box address in the same city as the registered office is designated as the mailing address. 6. This certificate must be signed in ink by the president, vice-president, chairperson, vice-chairperson, secretary or assistant secretary of the corporation. 7. FEES: Filing fee (Make remittance payable to State of Michigan) $5.00  8. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. BOX 30054 Lansing, Michigan 48909 Telephone: (517) 373-0493 GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE – CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Date Received FILED APR 12 1984 APR 23 1984 Administrator [ILLEGIBLE] [ILLEGIBLE] CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read instructions on last page before completing form) Pursuant to the, provisions of Act 284, Public Acts of 1972, as amended (profit corporations), of Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The name of the corporation is: W-F INDUSTRIES, INC. 2. The corporation identification number (CID) assigned by the Bureau is: 2 6 4 – 1 4 4 3. The location of its registered office is: 23860 Sherwood, P.O. Box 3308, Center Line , Michigan 48015 (Street Address) (City) (Zip Code) 4. Article I of the Articles of incorporation is hereby amended to read as follows:  The name of the corporation is: MSP INDUSTRIES CORPORATION [ILLEGIBLE]

5. The foregoing amendment to the Articles of Incorporation was duly adopted on the 9th , day of ,March 1984 , in accordance with the provisions of the Act. This Amendment (Complete and execute either a or b below, but not both.) a. • was duly adopted by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this day of , 19 .  Signatures of all incorporators: type or print name under each signature) b. (Check one of the following) • was duly adopted by the shareholders or members, or by the directors if it is a nonprofit corporation organized on a nonstock directorship basis, in accordance with Section 611(2) of the Act. The necessary votes were cast in favor of the amendment • was duly adopted by written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407 (1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only if such provision appears in the Articles of Incorporation.)  was duly adopted by written consent of all the shareholders or members entitled to vote in accordance with Section 407 (3) of the Act. Signed this 5th day of April , 1984 By [ILLEGIBLE] (Signature) JAMES A WILLIAMS VICE-PRESIDENT AND SECRETARY (Type or Print Name and Title) GOLD SEAL APPEARS ONLY ON ORIGINAL

 [ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. Telephone: James A. Williams, Esq. Area Code 313 WILLIAMS, SCHAEFER, RUBY & WILLIAMS, P.C. 525 Woodward Avenue, Suite 1200 Bloomfield Hills, Michigan 48013 Number 642-0333 INFORMATION AND INSTRUCTIONS 1. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 2. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic corporation. 3. Item 2 - Enter the identification number previously assigned by the Bureau, if this number is unknown, leave it blank. 4. Item 4- The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identified sections, only the sections being amended need be included. 5. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 6. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation. 7. FEES: Filing fee (Make remittance payable to State of Michigan) $10.00 Franchise fee for profit corporations (payable only if authorized capital stock has increased) —1/2 mill (0005) on each dollar of increase over highest previous authorized capital stock. 8. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 Lansing. Michigan 48909 Telephone: (517) 373-0493 [ILLEGIBLE]

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU [FOR BUREAU USE ONLY) Date Received FILED APR 12 1984 APR 23 1984 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Service Bureau CERTIFICATE OF TERMINATION OF ASSUMED NAME For use by Corporations and limited Partnerships (Please read instructions on reverse side before completing form) Pursuant to the provisions of Act 284. Public Acts of 1972, as amended (profit corporations). Act 162, Public Acts of 1982 (nonprofit corporations), or Act 213. Public Acts of 1982 (limited partnerships), the corporation or limited partnership in item one below executes the following Certificate: 1. The true name of the corporation or limited partnership is: W-F INDUSTRIES, INC. 2. The identification number assigned by the Bureau is: 2 6 4 — 1 4 4 3. The assumed name to be terminated is: MSP INDUSTRIES CORPORATION 4. The Certificate of Assumed Name filed on the. 19th day of February 19 82 hereby terminated. Signed this 5th day of April , 1984 By [ILLEGIBLE] (Signature) JAMES A. WILLIAMS, Vice President and Secretary (Type or Print Name and Title) [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS INDICATED IN THE BOX BELOW. Include name, street and number (or P.O. box), city, state and ZIP code. Telephone: James A. Williams, Esq. Area Code 313 WILLIAMS, SCHAEFER, RUBY & WILLIAMS, P.C. 525 Woodward Avenue, Suite 1200 Number 642-0333 Bloomfield Hills, Michigan 48013 INFORMATION AND INSTRUCTIONS 1. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will then be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast or otherwise illegible, will be rejected. 2. This certificate is to be used by a corporation or limited partnership for the purpose of terminating a certificate of assumed name. 3. Item 1 — The true name of a corporation is that contained in its most recent articles of incorporation (as amended or restated) or certificate of authority. For limited partnerships, it is the name contained in its most recent certificate of limited partnership (as amended or restated) or application for registration. If a name was placed in Item 1(b) of the application for registration, enter that name. Otherwise, enter the name from item 1(a). 4. Item 2 — Enter the identification number previously assigned by the Bureau. If this number is unknown, leave it blank. 5. If a corporation, this certificate must be signed in ink by the president, vice-president, chairperson, or vice-chairperson. If a limited partnership, it must be signed in ink by at least one general partner. 6. FEES: Filing tee (Make remittance payable to State of Michigan) $10.00 7. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 Lansing, MI 48909 Telephone: (517) 373-0493 GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) Dale Received APR 10 1986 FILED APR 25 1986 Administrator MICHIGAN DEPARTMENT OF COMMERCE Corporation & Securities Bureau CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read instructions and Paperwork Reduction Act notice on last page) Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), or Act 162, Public Acts of 1962 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: MSP INDUSTRIES CORPORATION 2. The corporation identification number (CID) assigned by the Bureau is: 2 6 4 — 1 4 4 3. The location of its registered office is: 23860 Sherwood, P.O. Box 3308, Centerline , Michigan 48015 (Street Address) (City) (Zip Code) 4. Article III of the Articles of Incorporation is hereby amended to read as follows: The total authorized capital stock is: Common Shares: 100,000 Par Value per Share 1.00 There shall be one class of stock each share of which shall have equal powers, preferences and rights. [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (3) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES: OTHERWISE. COMPLETE SECTION (b) a. • The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , 19 , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this day of , 19 (Signatures of all incorporators; type or print name under each signature) b.  The foregoing amendment to the Articles of Incorporation was duly adopted on the 28th day of February , 19 86 . The amendment: (check one of the following) • was duly adopted in accordance with Section 611 (2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. • was duty adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. • was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407(1) and (2) of the Act. Written notice to shareholders or members who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only it such provision appears in the Articles of Incorporation.)  was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407(3) of the Act. Signed this 13th day of March , 1986 By [ILLEGIBLE] (Signature) James A. Williams, Vice President and Secretary (Type or Print Name and Title) GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization INDICATED IN THE BOX BELOW. Include name, Street and number remitting fees. (or P.O. box), city, state and ZIP code. James A. Williams, Esq. Williams, Schaefer, et al James A. Williams, Esq. Preparer’s name and business Williams, Schaefer, Ruby & Williams telephone number: 525 Woodward, Ste. 1200 525 Woodward, Ste. 1200 Bloomfield Hills, MI 48013 Bloomfield Hills, MI 48013 ( 313 ) 642-0333 INFORMATION AND INSTRUCTIONS 1. This form is issued under the authority of Act 284. P.A. of 1972, as amended, and Act 162, P.A. of 1962. The amendment cannot be filed until this form, or a comparable document, is submitted. 2. Submit one original copy of this document Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to the provisions of section 631 of the Act for the purpose of amending the articles of incorporation of a domestic profit or nonprofit corporation. A nonprofit corporation is one incorporated to carry out any lawful purpose or purposes not involving pecuniary profit or gain for its directors, officers, shareholders, or members. A nonprofit corporation organized on a nonstock directorship basis, as authorized by Section 302 of the Act, may or may not have members, but if it has members, the members are not entitled to vote. 4. Item 2 — Enter the identification number previously assigned by The Bureau. It this number is unknown, leave it blank. 5. Item 4 — The entire article being amended must be set forth in its entirety. However, if the article being amended is divided into separately identifiable sections, only the sections being amended need be included. 6. This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 7. If the amendment is adopted before the first meeting of the board of directors, item 5(a) must be completed and signed in ink by all of the incorporators. If the amendment is otherwise adopted, item 5(b) must be completed and signed in ink by the president, vice-president, chairperson, or vice-chairperson of the corporation. 8. FEES: Filing fee (Make remittance payable to State of Michigan) $10.00 Franchise fee for profit corporations (payable only if authorized capital stock has increased) — ½ mill (.0005) on each dollar of increase over highest previous authorized capital stock. 9. Mail form and fee to: Michigan Department of Commerce Corporation and Securities Bureau Corporation Division P.O. Box 30054 Lansing, MI 48909 Telephone: (517) 373-0493 GOLD SEAL APPEARS ONLY ON ORIGINAL

NOTE: THE FOLLOWING ANNUAL REPORT HAS BEEN INCLUDED WITHIN THE RECORD FOR THIS CORPORATION DUE TO THE FILING OF A CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT ON THE ANNUAL REPORT. THE PRESENCE OF THIS REPORT IN NO WAY IMPLIES THAT THE REPORT ITSELF, OTHER THAN THE INFORMATION RELATED TO THE CHANGE OF REGISTERED OFFICE AND/OR RESIDENT AGENT, HAS BEEN ACCEPTED. BY THE CORPORATION AND SECURITIES BUREAU. GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] FOR BUREAU USE ONLY MICHIGAN DEPARTMENT OF COMMERCE [ILLEGIBLE] FILED BY DEPARTMENT AUG 8 ’86 1986 MICHIGAN ANNUAL REPORT – PROFIT CORPORATIONS (Please read instructions before completing form) This report shall be filed by all profit corporations before May 16. 198S showing the corporate condition at the close of business on December 31 or upon the date of the close of the latest fiscal year next preceding the time for filing. The report is required in accordance with the provisions of Section 911. Act 284. Public Acts of 1972, as amended. Penalties may be assessed under the Act for failure to file. Insert This Report Must Report of Condition on Corporation 264144 be Filed before May 16. 1986 December 31, 1985 or . Number 1. Corporate Name NSP INDUSTRIES CORPORATION 1 6 23860 SHERWOOD, P0B 3308 2 7 CENTER LINE MI 3 8 48015 4 9 5 2. President Agent - do not [ILLEGIBLE] 4. Federal Employer No. 5. Term of Existence RICHARD P – MCDENNOTT 382382767 PERPETUAL 3. Resident Office Address in Michigan – No., Street, City, Zip 6. Incorporation Date 7. State of Incorporation 23860 SHERWOOD, POB 3308 10/23/1981 MI CENTER LINE 48015 8. Date of Admittance 9. Act Under Which Incorporate (If other (Foreign Corp.) than 1931, P.A. 327 of 1972, P.A. 284) 10. COMPLETE THIS SECTION ONLY IF THE RESIDENT AGENT IN ITEM 2 OR THE REGISTERED OFFICE IN ITEM 3 HAS CHANGED a. The address of the registered office is changed to: 45 W. Oakwood Oxford , Michigan 48051 (Street Address) (City) (Zip Code) b. The mailing address of the registered office if different than above is: (For Michigan corporations only) , (Address) (City) (State) (Zip Code) c. The name of the successor resident agent is: FILED BY DEPARTMENT AUG 8 ’86 ADD $5.00 TO THE $15.00 ANNUAL REPORT FILING FEE IF THIS SECTION IS COMPLETED 11. Principal business office, and, if different. principal place of business in Michigan: Same 12. Nature and type of business in which corporation is engaged: Manufacturing of machine parts 13. a. Name of parent corporation: N/A b. List any subsidiary corporations: N/A 14. Corporate Stock Report – Total Authorized Capital Stock (Not merely outstanding) a. Shares With No. of Shares Authorized Per-Value Total Authorized Amount Amount Per-Value With Per-Value Per Share Capital Subscribed Paid-in COMMON 50.000 $1.000 $50000.000 $ $ 50.000.00 $ $ $ $ $ $ b. Shares Without No. of Shares Authorized Stated Value No. of Shares Amount Amount Per-Value without Per value Per Share Subscribed of Issued Subscribed Paid-In $ $ $ $ 2370 2574 MAY 16 1986 AUG 4 1986  GOLD SEAL APPEARS ONLY ON ORIGINAL

15. The following is a statement of assets and liabilities as shown by the books of the corporation on December 31, 1985 or (close of fiscal year next preceding May 15. 1986) listed separately as to property within and without Michigan. The balance sheet of a Michigan corporation must be the same balance sheet as furnished to shareholders. WITHIN WITHOUT ASSETS TOTAL MICHIGAN MICHIGAN LIABILITIES AND EQUITY Cash 14699.91 14699. 91 Notes and Accounts Payable, Trade _ 1,116,171.78 Notes and Accounts Receivable 828681.59 828681. 59 Notes and Accounts Payable. Other 961,475.03 Inventories 2134954.30 2134954. 30 Accrued Expenses 553,278.61 Prepaid Expenses 103475.14 103475. 14 Long Term Indebtedness 1,952,903.65 Non-current Notes and Reserves and Contingent Accounts Receivable Liabilities Land 60000.00 60000. 00 Deferred Income Tax 250,000.00 Depreciable Assets Machinery and Equipment 2103203.73 2103203. 73 Furniture and Fixtures 61945.34 61945. 14 Buildings 541982.75 541982. 75 Stockholders Equity Other Trans. Equip. 132775.80 132775. 80 Common Stock (par value) 50,000.00 Bldg. Improve, 74104.47 74104. 47 Preferred Stock [per value] No Pare Value Stock Less Depreciation 365951.23 365951. 23 (stated value) Net Depreciable Assets 2548060.86 2548060. 86 Additional Paid-In Capital 150,000.00 Investments Retained Earnings {deficit} 810,058.40 Investments in Subsidiaries 71520.00 71520. 00 Other Other Investments Total Stockholders Equity 1,010,058.40 Other Assets 82495.67 82495. 67 TOTAL ASSETS 5843887.47 5843887.47 TOTAL LIABILITIES & EQUITY 5,843,887.47 16. Corporate Officers and Directors OFFICE NAME, STREET & NUMBER. CITY. STATE & ZIP CODE If Different than President President Richard P. McDermott 23860 Sherwood, Centerline, MI 48015 Secretary James A. Williams 525 Woodward Ave., Bloomfield Hills, MI 48013 Treasurer Paul W. Cusmano 755 W. Big Beaver #1202, Troy, MI 48084 Vice-President Roger R. Anderson 1263 Souter Blvd., Troy, MI 48084 If Different than President Director Director Director Director 17. Is 51% or more of this corporation owned and controlled by woman/women? • Yes • No (A response to this Question is voluntary and will be used for statistical purposes only). 18 The corporation states that the address of its registered office and the address of the business office of its resident agent are identical. Any changes were authorized by resolution duly adopted by its board of directors. After filing, this report is open to reasonable inspection by the public pursuant to Section 915, Act 284, Public Acts of 1972, as amended. Filing Fee $15.00 (without change of agent or registered office) Filing Fee S20.00 (with change of agent or registered office in Item 10) MAKE REMITTANCE PAYABLE TO: “STATE OF MICHIGAN” RETURN TO: DEPARTMENT OF COMMERCE CORPORATION AND SECURITIES BUREAU CORPORATION DIVISION P.O. Box 30057 2870 2575 LANSING. MICHIGAN 48909 Signed this 5th day of May , 1986 . [ILLEGIBLE] By [ILLEGIBLE] [Signature of Authorized Officer or Agent] PAUL W CUSMANO TREASURE (Type or Print Name and Title) •If Item 10 has been completed, this report must be signed by the president, vice-president, chairperson, vice-chairperson, secretary or assistant secretary of the corporation. GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] 093E#6309 0104 [ILLEGIBLE] $12.50 MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU Date Received (FOR BUREAU USE ONLY) DEC 30 1992 FILED DEC 30 1992 Name Administrator John T. Klees - MacDonald & Goren, P.C. MICHIGAN DEPARTMNET OF COMMERCE Address Corporation & Secretary Bureau 260 East Brown Street, Suite 200 City State ZIP Code Birmingham, Michigan 48009 EFFECTIVE DATE: DOCUMENT WILL BE RETURNED TO NAME AND ADDRESS INDICATED ABOVE CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION For use by Domestic Corporations (Please read information and instructions on last page) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation executes the following Certificate: 1. The present name of the corporation is: MSP INDUSTRIES CORPORATION 2. The corporation identification number (CID) assigned by the Bureau is: 2 6 4 — 1 4 4 3. The location of its registered office is: 45 W. Oakwood Oxford , Michigan 48371 (Street Address) (City) (ZIP Code) 4. Article III of the Articles of Incorporation is hereby amended to read as follows: See Addendum to Certificate of Amendment to the Articles of Incorporation attached hereto and made a part hereof. [ILLEGIBLE]

ADDENDUM TO CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION MSP INDUSTRIES CORPORATION CID 264 144 Article III The total number of shares of capital stock which the Corporation has authority to issue is one hundred thousand (100,000), divided into ten thousand (10,000) shares of Class A Voting Common Stock with par value of $1.00 per share, and ninety thousand (90,000) shares of Class B Nonvoting Common Stock with par value of $1.00 per share. The following is a description of each class of stock of the Corporation with the preferences and other rights, restrictions, voting powers, and qualifications of each class. 1. Except as hereinafter provided with respect to voting powers, the Class A Voting Common Stock (hereinafter referred to as “Voting Stock”) and the Class B Nonvoting Common Stock (hereinafter referred to as “Nonvoting Stock”) of the Corporation shall be identical in all respects. 2. With respect to voting powers, except as otherwise required by the Michigan Business Corporation Act, the holders of Voting Stock shall possess all voting powers for all purposes, including by way of illustration and not of limitation, the election of directors, and the holders of Nonvoting Stock shall have no voting power whatsoever, and no holder of Nonvoting Stock shall vote on or otherwise participate in any proceedings in which actions shall be taken by the corporation or the stockholders thereof or be entitled to notification as to any meeting of the Board of Directors or the stockholders. 3879m GOLD SEAL APPEARS ONLY ON ORIGINAL

5. COMPLETE SECTION (a) IF THE AMENDMENT WAS ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS OR TRUSTEES; OTHERWISE, COMPLETE SECTION (b) a. • The foregoing amendment to the Articles of Incorporation was duly adopted on the day of , 19 , in accordance with the provisions of the Act by the unanimous consent of the incorporator(s) before the first meeting of the board of directors or trustees. Signed this day of , 19 . (Signature) (Signature) (Type or Print Name) (Type or Print Name) (Signature) Signature) (Type or Print Name) (Type or Print Name) b.  The foregoing amendment to the Articles of Incorporation was duly adopted on the 29 day of December , 1992 . The amendment: (check one of the following) • was duly adopted in accordance with Section 611(2) of the Act by the vote of the shareholders if a profit corporation, or by the vote of the shareholders or members if a nonprofit corporation, or by the vote of the directors if a nonprofit corporation organized on a nonstock directorship basis. The necessary votes were cast in favor of the amendment. • was duly adopted by the written consent of all the directors pursuant to Section 525 of the Act and the corporation is a nonprofit corporation organized on a nonstock directorship basis. • was duly adopted by the written consent of the shareholders or members having not less than the minimum number of votes required by statute in accordance with Section 407 (1) and (2) of the Act it a nonprofit corporation, and Section 407 (1) of the Act if a profit corporation. Written notice to shareholders or member who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders or members is permitted only it such provision appears in the Articles of Incorporation.)  was duly adopted by the written consent of all the shareholders or members entitled to vote in accordance with Section 407 (3) of the Act if a non-profit corporation, and Section 407 (2) of the Act if a profit corporation. Signed this 29TH day of DECEMBER , 1992 By [ILLEGIBLE] (Only signature of: President, Vice-President, Chairperson and Vice-Chairperson) Richard P. McDermott, President (Type or Print Name) (Type or Print Title) GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] 093E#6300 0104 DRG&FI $125.00 MICHIGAN DEPARTMENT OF COMMERCE — CORPORATION AND SECURITIES BUREAU (FOR BUREAU USE ONLY) FILED Date Received FILED DEC 30 1992 DEC. 30 1992 [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] Effective Date: December 31, 1992 CERTIFICATE OF MERGER For use by Parent and Subsidiary Profit Corporations (Please read information and instructions on last page) Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporations execute the following Certificate: 1. The Plan of Merger is as follows: a. The name of each constituent corporation and its corporation identification number (CID) is: MSP INDUSTRIES CORPORATION 2 6 4 — 1 4 4 TRENIA INDUSTRIES, INC. 3 6 0 — 1 3 7 b. The name of the surviving corporation and its corporation Identification number (CID) is: MSP INDUSTRIES CORPORATION 2 6 4 — 1 4 4 c. For each constituent corporation, state: Designation and number of outstanding Indicate class or Indicate class or shares in each class series of shares series entitled Name of corporation or series entitled to vote to vote as a class MSP INDUSTRIES CORPORATION 8,875 common common common TRENIA INDUSTRIES, INC. 24,000 common common common  If the number of shares is subject to change prior to the effective date of the merger, the manner in which the change may occur is as follows: [ILLEGIBLE]

d. The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares, bonds, or other securities of the surviving corporation, or into cash or other consideration, are as follows: Immediately upon the Effective Date of the merger, each share of stock of TRENIA outstanding in the hands of MSP shall be deemed to have been cancelled and each outstanding share of stock of MSP shall remain outstanding. e. The amendments to the Articles of Incorporation of the surviving corporation to be effected by the merger are as follows: N/A f. Other provisions with respect to the merger are as follows: N/A [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

2. (Complete for any foreign corporation only) This merger is permitted by the laws of the State of , the jurisdiction under which (name of foreign corporation) is formed and the plan of merger was adopted and approved by such corporation pursuant to and in accordance with the laws of that jurisdiction. 3. The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the parent corporation is as follows: Total shares Shares owned by Class outstanding parent corporation  4. (Delete if not applicable) The consent to the merger by the shareholders of the subsidiary corporation was obtained pursuant to its Articles of Incorporation. (Such consent is necessary if the Articles of Incorporation require approval of the merger by the vote of the holders of more than the percentage of the shares owned by the parent corporation.) 5. (Delete if not applicable) The consent to the merger by the shareholders of the parent corporation was obtained. (Such consent is necessary if its Articles of Incorporation require shareholder approval of the merger, the plan of merger amends its Articles of Incorporation, or a subsidiary is to be the surviving corporation.) 6. (Complete only if an effective date is desired other than the date of filing) The merger shall be effective on the 31st day of December , 1992 . Signed this 29TH day of DECEMBER , 1992 MSP INDUSTRIES CORPORATION (Name of parent corporation) By [ILLEGIBLE] (Only signature of: President, Vice-President, Chairperson, Vice-Chairperson) Richard P. McDermott, President (Type or Print Name and Title) GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] DOCUMENT WILL BE RETURNED TO NAME AND MAILING ADDRESS Name of person or organization INDICATED IN THE BOX BELOW. Include name, street and number remitting fees: (or P.O. box), city, state and ZIP code. Kemp, Klein, Umphrey & Endelman, P.C. Preparer’s name and business P. O. Box 4300 telephone number: Troy, Michigan 48099-4300 Attn: Marcia D. Pollock, L.A. (313 . ) 528-1111 INFORMATION AND INSTRUCTIONS 1. The certificate of merger cannot be filed until this form, or a comparable document, is Submitted. 2. Submit one original copy of this document. Upon filing, a microfilm copy will be prepared for the records of the Corporation and Securities Bureau. The original copy will be returned to the address appearing in the box above as evidence of filing. Since this document must be microfilmed, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. This document is to be used pursuant to sections 711 through 713 of the Act by a domestic parent corporation merging with one or more domestic subsidiary corporations and section 733 of the Act if a foreign corporation is a party to the merger. The parent corporation must own at least 90% of the outstanding shares of each class of stock of the subsidiary corporation(s). This certificate is to be used only by profit corporations. 4. If more than two corporations are merging, the certificate may be adjusted as necessary or the format may be used as a guide in drafting your own certificate. If additional space is required for any section, continue the section on an attachment. 5. Item 7 — This document is effective on the date approved and filed by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 6. This certificate must be signed in ink by the specified officers of the parent corporation. 7. Nonrefundable fee — This fee must be remitted for each domestic corporation involved in the merger, according to the following schedule (Make remittance payable to the State of Michigan. Include corporation name and CID Number on check or money order): each domestic corporation $50.00 If the authorized shares of the surviving domestic corporation is increased, an additional fee is due: each additional 20,000 authorized shares or portion thereof $30.00 If a foreign corporation authorized to transact business in this State merges into a domestic profit corporation, the amount of franchise fees required to be paid by that domestic corporation shall be reduced by the initial or additional franchise fees paid to this State by the foreign corporation. 8. Mail form and fee to: Michigan Department of Commerce, Corporation and Securities Bureau, Corporation Division, P.O. Box 30054, 6546 Mercantile Way, Lansing, Michigan 48909, Telephone: (517) 334-6302 GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] 096E#1950 0129 DRB&FI $12.50 MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU [ILLEGIBLE] Date Received (FOR BUREAU USE ONLY) JAN 26 1996 FILED JAN 26 1996 Name Linda M. Foster, Corporate Legal Assistant Administrator Miller, Canfield, Paddock and Stone, P.L.C. MICHIGAN DEPARTMENT OF COMMERCE Address Corporation & Securities Bureau 150 W. Jefferson, Suite 2500 City State Zip Code Detroit MI 48226 EXPIRATION DATE: DECEMBER 31, 2001  Document will be returned to the name and address you enter above  CERTIFICATE OF ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability Companies (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate: 1. The true name of the corporation, limited partnership, or limited liability company is: MSP Industries Corporation 2. The identification number assigned by the Bureau is: 2 6 4 –— 1 4 4 3. The location of the corporation or limited liability company registered office in Michigan or the office at which the limited partnership records are maintained is: 45 West Oakwood Oxford MI 48371 (Street Address) (City) (State) (Zip Code) 4. The assumed name under which business is to be transacted is: GR Investment Group, Ltd. COMPLETE ITEM 5 ON LAST PAGE IF THIS NAME IS ASSUMED BY MORE THAN ONE ENTITY. Signed this 17th day of January , 19 95 By [ILLEGIBLE] [signature] RICHARD P. MCDERMOTT PRESIDENT (Type or Print Name) (Type or Print Title) [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU Date Received (FOR BUREAU USE ONLY) FILED MAY 17 1999 05/13/1999 CSALKEKD Trans 01389407 Administrator [ILLEGIBLE] B09921 Name 29978 Michael A. Luberto Total$5.00 Address 2701 Troy Center Drive, Suite 240 B09921 City State Zip Code Crps Org & Filing & LLC art Troy Michigan 48084 EFFECTIVE DATE:  Document will be returned to the name and address you enter above  CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts of 1993 (limited liability companies), the undersigned corporation or limited liability company executes the following Certificate: 1. The name of mo corporation or limited liability company is: MSP Industries Corporation 2. The identification number assigned by the Bureau is: 2 6 4 — 1 4 4 3. a. The name of the resident agent on file with the Bureau is: Richard P. McDermott b. The location of its registered office is: 45 West Oakwood, Oxford, , Michigan 48371 (Street Address) (City) (Zip Code) c. The mailing address of the above registered office on file with the Bureau is: , Michigan (P.O. BOX) (City) (Zip Code) ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR ON THE PUBLIC RECORD 4. a. The name of the resident agent is: The Corporation Company b. The address of the registered office is: 30600 Telegraph Road, Bingham Farms , Michigan 48025 (Street Address) (City) (Zip Code) c. The mailing address of the registered office IF DIFFERENT THAN 4B is; (P.O. BOX) (City) , Michigan (Zip Code) 5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: its board of directors; 2. PROFIT CORPORATIONS ONLY: the resident agent if only the address of the registered office is changed, in which case a copy of this statement has been mailed to the corporation; 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent, as changed, are identical. Date Signed: May 12, 1999 Signed by: [ILLEGIBLE] (Signature) Michael A. Luberto Vice President (Type or Print Name) (Type or Print Title) [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

[ILLEGIBLE] MICHIGAN DEPARTMENT OF COMMERCE - CORPORATION AND SECURITIES BUREAU Date Received (FOR BUREAU USE ONLY) FILED AUG 23 1999 08/20/1999 CSALKEKD Trans 01532731 Administrator [ILLEGIBLE] MCDERMOTT FAMILY Name 1037 Michael A. Luberto Total$10.00 Address 2701 Troy Center Drive, Suite 240 City State Zip Code Crps Org & Filing & LLC art Troy MI 48084 EFFECTIVE DATE:  Document will be returned to the name and address you enter above  CERTIFICATE OF TERMINATION OF ASSUMED NAME For use by Corporations, Limited Partnerships and Limited Liability Companies (Please read information and instructions on reverse side) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), Act 213, Public Acts of 1982 (limited partnerships), or Act 23, Public Acts of 1993 (limited liability companies), the corporation, limited partnership, or limited liability company in item one executes the following Certificate: 1. The true name of the corporation, limited partnership, or limited liability company is: MSP Industries Corporation  2. The identification number assiged by the Bureau is: 264–144 3. The assumed name to be terminated is: GR Investment Group, Ltd.  4. The Certificate of Assumed Name filed on the 26th day of January , 19 96 is hereby terminated. Signed this 6 day of August , 19 99 By [ILLEGIBLE] (Signature) ROBIN KENDRICK PRESIDENT COO (Type or Print Name) (Type of Print Title) [ILLEGIBLE] [ILLEGIBLE] GOLD SEAL APPEARS ONLY ON ORIGINAL

CSCL-/CD-520(Rev.08/15) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Date Received (FOR BUREAU USE ONLY) 264144 MSP INDUSTRIES CORPORATION SEP 15 2016 This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name FILED Address SEP 29 2016 City State Zip Code ADMINISTRATOR EFFECTIVE DATE: CORPORATIONS DIVISION  Document will be returned to the name and address you enter above if left blank, document will be returned to the registered office. CERTIFICATE OF CHANGE OF REGISTERED OFFICE AND/OR CHANGE OF RESIDENT AGENT For use by Domestic and Foreign Corporations and Limited Liability Companies (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), or Act 23, Public Acts 1993 (limited liability companies), the undersigned execute the following Certificate: 1. The name of the corporation or limited liability company is: SEE ABOVE 2. The identification number assigned by the Bureau is: SEE ABOVE 3. a. The name of the resident agent on the with the Bureau is: THE CORPORATION COMPANY COMPANY b. The location of the registered office on file with the Bureau is: 30600 TELEGRAPH ROAD, SUITE 2345 BINGHAM FARMS , Michigan 48025-5720 (Street Address) (City) (ZIP Code) c. The [ILLEGIBLE] address of the above registered office on file with the Bureau is: , Michigan (Street Address or P.O. Box) (City) (ZIP Code) ENTER IN ITEM 4 THE INFORMATION AS IT SHOULD NOW APPEAR OH THE PUBLIC RECORD 4. a. The name of the resident agent is: THE CORPORATION COMPANY b. The address of its registered office is: 40600 ANN ARBOR RD E, STE 201 PLYMOUTH , Michigan 48170-4675 (Street Address) (City) (ZIP Code) c. The [ILLEGIBLE] address of the registered office IF DIFFERENT THAN 4B is: , Michigan (Street Address or P.O. Box) (City) (ZIP Code) 5. The above changes were authorized by resolution duly adopted by: 1. ALL CORPORATIONS: Its Board of Directors or the resident agent If only the address Of the registered office is changed, in which case a copy of this statement has been mailed to the corporation. 2. NONPROFIT CORPORATIONS ONLY: the incorporators, only if no board has been appointed. 3. LIMITED LIABILITY COMPANIES: an operating agreement, affirmative vote of a majority of the members pursuant to section 502(1), managers pursuant to section 405, or the resident agent if only the address of the registered office is changed. 6. The corporation or limited liability company further states that the address of its registered office and the address of its resident agent as changed, are identical. Signature Type or Print Name and Title or Capacity Date Signed [ILLEGIBLE] Marie Haier. Asst. Secy 9/12/2016 $ 79,970.000 [ILLEGIBLE] 218930 GOLD SEAL APPEARS ONLY ON ORIGINAL

EX-3.13

Exhibit 3.13

BYLAWS

OF

MSP INDUSTRIES CORPORATION

(formerly W-F Industries, Inc.)

I.SHAREHOLDERS.

Section 1.1Place of Meeting. Any and all meetings of the shareholders of this Corporation may be held within or without the state of Michigan, provided that no meeting shall be held at a place other than the corporate office in Michigan except pursuant to bylaw or resolution adopted by the Board of Directors.

Section 1.2Annual Meeting of Shareholders. The annual meeting of shareholders shall be held in each year on the last Wednesday of October, if not a legal holiday, and if a legal holiday, on the next succeeding secular day, for the purpose of electing directors and considering and taking action on other corporation matters requiring shareholder action.

Section 1.3Special Meetings of Shareholders. Special meetings of shareholders may be called at any time by a majority of the Board of Directors, or by shareholders entitled to vote not less than an aggregate of thirty (30%) percent of the outstanding shares of stock having the right to vote at the special meeting. Upon written instructions setting forth the date and purpose of any special meeting, signed by a majority of the Board of Directors, or by shareholders as above set forth, the Secretary shall send notices of said meeting as hereinafter provided.

Section 1.4Notices of Meetings. Not later than ten (10) or more than sixty (60) days prior to the holding of the annual meeting or special meetings, written notice of the time, place and purposes of the meeting shall be served on each shareholder entitled to vote at such meeting either personally or by depositing the same in the United States Mail with postage fully prepaid, plainly addressed to the shareholder at his last address appearing upon the original or duplicate stock ledger of this Corporation. Every such notice, except for the annual meeting, shall state the authority pursuant to which it is issued and shall bear the name of the Secretary.

Section 1.5Waiver of Notice. Notice of the time, place and purpose of any meeting of the shareholders may be waived by attendance at such meeting, in person or by proxy, or by written consent to action taken at such meeting, either before or after such meeting has been held, by shareholders entitled to vote thereat.

Section 1.6Proxies. No proxy shall be deemed to be operative unless and until signed and dated by the stockholder or his attorney-in-fact and filed with the Corporation. In the absence of language to the contrary contained in the proxy, the same shall extend to all meetings of the shareholders and shall remain in force for a period not longer than eleven (11) months from its date. Every proxy shall be revocable at the pleasure of the shareholder executing it, except where an irrevocable proxy is permitted by statute.

Section 1.7Quorum and Voting. Except as otherwise provided by law, a majority of the outstanding shares of stock of this Corporation entitled to vote, present by the record holders thereof in person or by proxy, shall constitute a quorum at any meeting of the shareholders present or represented at a meeting at which a quorum is present shall be required to take any action. Notwithstanding the foregoing, a meeting of shareholders may be adjourned by a majority of the votes present in person or by proxy, whether or not a quorum is present.

Section 1.8Who Entitled to Vote. Except as the articles or any amendment thereto otherwise provide, each shareholder shall, at every meeting of shareholders, be entitled to one vote in person or by proxy for each share of the Class “A” common stock of this Corporation held by such shareholder, subject, however, to the full effect of the limitations imposed by the fixed record date for determination of shareholders set forth in Section 1.9.

Section 1.9Record Date for Determination of Shareholders. Twenty (20) days preceding (a) the date of any meeting of shareholders, (b) the date for the payment of any dividends, (c) the date for the allotment of rights, or (d) the date when any change or conversion or exchange of capital stock shall go into effect, is hereby fixed as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case such shareholders and only such shareholders as shall be shareholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting or to receive payment of such dividend or to receive such allotment of rights

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or to exercise such rights as the case may be, notwithstanding any transfer of any stock on the books of the Corporation or otherwise after any such record data fixed as aforesaid. Nothing in this section shall affect the rights of a shareholder and his transferee or transferor as between themselves.

Section 1.10Informal Action by Shareholders. Any action that may be taken at a meeting of shareholders may be taken without a meeting if a consent in writing setting forth the action shall be signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take the 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 shareholders who have not consented in writing.

II.BOARD OF DIRECTORS.

Section 2.1Management of the Corporation. The property, business and affairs of the Corporation shall be managed and controlled by its Board of Directors.

Section 2.2Number and Qualifications. The entire Board of Directors shall consist of at least one (1) and not more than seven (7) members.

Section 2.3Manner of Election. The Directors shall be elected at the annual meeting of shareholders by a majority vote.

Section 2.4Term of Office. Except as modified by Section 2.5, the term of office of each director shall be until the next annual meeting of the shareholders and until his successor has been duly elected and qualified.

Section 2.5Removal of Directors. At a meeting called for that purpose, any director may be removed with or without cause by a vote of the shareholders holding a majority of the then issued and outstanding shares and who were entitled to vote for the election of the director sought to be removed.

Section 2.6Resignation. Any director may resign his office at any time, such resignation to be made in writing, and to take effect only upon acceptance of the resignation by a majority of the entire Board.

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Section 2.7Vacancies. Vacancies in the Board of Directors shall be filled by the remaining members of the Board and each person so elected shall be a director until his successor is elected by the shareholders, who may make such election at the next annual meeting of shareholders or at any special meeting duly called for that purpose and held prior to the annual meeting.

Section 2.8Place of Meetings. The meetings of the Board of Directors may be held at such place, whether in the State of Michigan or elsewhere, as a majority of the directors from time to time shall determine. In the absence of such determination no meeting shall be held except at the principal office of the company.

Section 2.9Organization Meeting of the Board. At the place of holding the annual meeting of shareholders and immediately following the same, the Board of Directors as constituted upon final adjournment of such annual meeting shall convene for the purpose of electing a Chairman, officers of the Corporation and transacting any other business brought before it, provided, that the organization meeting in any year may be held at a different time and place than that provided herein by consent of a majority of the directors of such new board.

Section 2.10Other Meetings of Board, Notice; Waiver. Meetings of the Board of Directors other than that prescribed in Section 2.9, may be called by the Chairman of the Board, the President, or by two directors at any time by written notice of the time, place and purpose thereof mailed to each director not less than four (4) days prior to the date of such meeting provided, however, that such notice may be waived by personal attendance at such meeting or by telegram, radiogram, cablegram or other writing, either before or after such meeting has been held.

Section 2.11Quorum; Action by Unanimous Written Consent. At a meeting of the Board of Directors the presence of one director then in office shall be necessary to constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present constitutes the action of the Board unless a larger vote is required by the Articles of Incorporation, Bylaws or Statute; provided, however, that if all the directors shall severally or collectively consent in writing to any action to be taken or already taken by the Corporation, such action shall be as valid corporation action as though it had been authorized at a meeting of the directors. If a quorum is not present, the directors thereat may adjourn the meeting from time to time without notice other than announcement at the meeting, until a quorum is present.

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Section 2.12Chairman of the Board; Election; Term of office; Powers. At its organizational meeting, the Board of Directors shall elect one of its members to act as Chairman of the Board. Except as modified by Section 2.5, the Chairman of the Board shall serve until the next annual meeting of shareholders. The Chairman of the Board shall preside at all meetings of directors and discharge the duties of presiding officer. In the event the Board of Directors shall be equally divided respecting the management of the property, business and affairs of the Corporation, or any transaction involved therein, and the subject of such equal division constitutes a proper subject for action by the Board, the Chairman shall have the right to cast an additional vote to resolve such deadlock; provided, however, that the Chairman may not exercise his additional vote if any one of the directors serves notice to the other members of the Board that he intends to seek dissolution of the corporation.

Section 2.13Power to Elect Officers. The Board of Directors shall select a president, a vice-president, a secretary and a treasurer, Any two (2) offices or more may be held by one person. No officer need be a member of the Board.

Section 2.14Power to Appoint Other Officers and Agents. The Board of Directors shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the Corporation.

Section 2.15Removal of Officers and Agents. Any officer or agent may be removed by the Board of Directors whenever in the judgment of the Board the business interests of the Corporation will be served thereby.

Section 2.16Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or director, but no officer or director shall execute, acknowledge or verify any instrument in more than one capacity.

Section 2.17Power to Appoint Executive Committee. The Board of Directors shall have power to appoint by resolution an executive committee composed of two or more directors who, to the extent provided in such resolution and to the extent permitted by statute, shall have and exercise the authority of the Board of Directors in the management of the business of the Corporation between the meetings of the Board.

Section 2.18Compensation. The compensation of directors, officers and agents shall be fixed by the Board.

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III.OFFICERS.

Section 3.1Officers. The executive officers of the Corporation shall be chosen by the Board of Directors and shall consist of a President, Vice-President, secretary and Treasurer, other officers, assistant officers, agents and employees that the Board of Directors from time to time may deem necessary may be elected by the Board or be appointed in a manner prescribed by the Board. Two or more offices may be held by the same person except one person may not hold the offices of President and Vice President or President and secretary. Officers shall hold office until their successors are chosen, unless they are sooner removed from office as provided in these Bylaws.

Section 3.2President. The President shall be the chief executive officer of the Corporation. He shall have general and active business management of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be ex officio a member of all standing committees and shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation.

Section 3.3Vice-President. The Vice-President shall in the absence or disability of the President, in order of seniority, exercise the powers and perform the duties of the President. He shall perform such other duties as shall be prescribed by the Board of Directors.

Section 3.4Secretary. The Secretary shall attend all meetings of the stockholders, the Board of Directors and the executive committee, and shall preserve in books of the Company true minutes of the proceedings of all such meetings. He shall keep at the principal office of the Corporation on records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively become shareholders thereof.

Section 3.5Treasurer. The Treasurer shall be the chief financial officer of the Company and shall be responsible for the custody of all corporate funds and securities. He shall keep the Company’s books of account and financial records, including all receipts and disbursements, or cause the same to be kept under his direction. He shall deposit all monies, securities and other valuable effects belonging to the Corporation, or shall cause the same to be deposited under his direction, in the name of the Corporation in such depositories as may be designated for that purpose by the Board of Directors. He shall disburse or cause to be

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disbursed under his direction, such funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements. He shall render to the President and directors at the regular meetings of the Board, and whenever requested by them an account of the transactions for which he is responsible as Treasurer and an account of the financial condition of the Corporation.

Section 3.6Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors.

IV.STOCK AND TRANSFERS.

Section 4.1Certificates for Shares. Every shareholder shall be entitled to a certificate of his shares signed by the President and by the Secretary or Treasurer. The certificates shall be numbered consecutively and in the order in which they are issued, and shall state upon its face the name of the Corporation, the name of the person to whom the shares represented by each certificate is issued, the par value of each share represented by the certificate and the number, class and series, if any, of shares represented by such certificate. A certificate representing shares shall also set forth on its face or back that the Corporation will furnish to a shareholder on request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued.

Section 4.2Transfer of Shares. Shares shall be transferable only on the books of the corporation by the person named in the certificates, or by attorney lawfully constituted in writing, and upon surrender of the certificate therefor. A record shall be made of every such transfer and issue. Whenever any transfer is made for collateral security and not absolutely the fact shall be so expressed in the entry of such transfer.

Section 4.3Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as the Board shall deem expedient regulating the issue, transfer and registration of certificates for shares in this Corporation.

Section 4.4Subscriptions to Shares. Subscription for shares shall be paid in full at such time, or in such installments and at such time, as shall be determined by the Board of Directors. In case of default in payment of an installment or call or other amount due under a subscription agreement, the Board of Directors may rescind the subscription agreement and retain all previous payments thereon for use by

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the corporation in the manner prescribed by statute.

V.DIVIDENDS AND RESERVES.

Section 5.1Declaration of Dividends, Source of Dividends. The Board of Directors shall have power and authority to declare and pay dividends or make other distributions in cash, in obligations of the Corporation its bonds or property, including the shares or bonds of other corporations, on its outstanding shares. Dividends and other distributions may be made out of surplus only.

Section 5.2Stock Dividends. The Board of Directors shall have power and authority to declare stock dividends on shares of the Corporation in the manner provided by statute.

Section 5.3Judgment of Directors as to Surplus. In determining what is surplus, the judgment of the Board of Directors shall be conclusive unless it shall be shown that the Directors acted in bad faith or were grossly negligent.

Section 5.4Reserves. The Board of Directors shall have power and authority to set apart out of any funds available for dividends such reserve or reserves as the Board in its discretion shall approve for any proper purpose; and the Board shall have power and authority to abolish any reserve created by the Board.

VI.EXECUTION OF INSTRUMENTS.

Section 6.1Signing of Checks and Notes. All checks, notes, drafts and orders for payment of money shall be signed in the name of the Corporation by such officers or agents as the Board of Directors shall from time to time designate for that purpose.

Section 6.2Execution of Written Instruments. Contracts, deeds, documents and instruments shall be executed by the Chairman of the Board, President or the Vice-President and attested by the Secretary or Treasurer unless the Board of Directors shall in a particular situation designate another procedure.

VII.AMENDMENT OF BYLAWS

Section 7.1How Effected. These Bylaws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of the shares entitled to vote

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EX-3.14

Exhibit 3.14

AMENDED AND RESTATED

BYLAWS

OF

MSP INDUSTRIES CORPORATION

ARTICLE I

OFFICES

SECTION 1.     REGISTERED OFFICE. The registered office shall, until located elsewhere by the Board of Directors, be in the City of Troy, County of Oakland, State of Michigan.

SECTION 2.     OTHER OFFICES. The corporation may also have offices at such other places both in and outside the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

SHAREHOLDERS

SECTION 1.     PLACE OF MEETING. All meetings of the shareholders of the corporation shall be held at the registered office or such other place, either within or without the State of Michigan, as may be determined from time to time by any person(s) entitled to call a special meeting of shareholders.

SECTION 2.     ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of shareholders for election of directors and for such other business as may properly come before the meeting, commencing with the year 1998, shall be held on the first Wednesday of March, if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., local time, or at such other date and time as shall be determined from time to time by the board or directors, unless such action is taken by written consent as provided in Section 12 of this Article. If the annual meeting is not held on the date designated therefor, the board shall cause the meeting to be held as soon thereafter as convenient.

SECTION 3.     ORDER OF BUSINESS AT ANNUAL MEETING. The order of business at the annual meeting of the shareholders shall be as follows:

(a)           Reading of notice and proof of mailing,

(b)           Reports of Officers,

(c)           Election of Directors,

(d)           Transaction of other business mentioned in the notice,

(e)           Adjournment,

provided that the presiding officer may vary the order of business at his or her discretion.

SECTION 4.     NOTICE OF MEETING OF SHAREHOLDERS. Except as otherwise provided in the Michigan Business Corporation Act (herein called the “Act”), written notice of the time, place and purposes of a meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail to each shareholder of record entitled to vote at the meeting. If a meeting is adjourned to another time or place, it is not necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business is transacted as might have been transacted at the original meeting. If after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to vote at the meeting.

SECTION 5.     LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or agent having charge of the stock transfer books for shares of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment thereof. The list shall:

(a)Be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder.

(b)Be produced at the time and place of the meeting.

(c)Be subject to inspection by any shareholder during the whole tone of the meeting.

(d)Be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting.

SECTION 6.     SPECIAL MEETING OF SHAREHOLDERS. A special meeting of shareholders may be called at any time by the chief executive officer of the corporation (see Article V. Section 4) or by a majority of the members of the board of directors then in office, or by shareholders owning, in the aggregate, not less than thirty percent (30%) of all the shares entitled to vote at such special meeting. The method by which such meeting may be called is as follows: Upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the chief executive officer, or by a majority of the members of the board of directors then in office, or by shareholders as above provided, the secretary of the corporation shall prepare, sign and mail the notices requisite to such meeting.

SECTION 7.     QUORUM OF SHAREHOLDERS. Unless a greater or lesser quorum is provided in the articles of incorporation, in a bylaw adopted by the shareholders entitled to vote or incorporators, or in the Act, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. The shareholders present in person or by proxy at the meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the majority of the shares present.

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SECTION 8.     VOTE OF SHAREHOLDERS. Each outstanding share of Class A Common Voting Stock is entitled to one (1) vote on each matter submitted to a vote, unless otherwise provided in the articles of incorporation. A vote may be cast either orally or in writing. If an action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of stares entitled to vote on the action, unless a greater vote is required by the articles of incorporation or the Act. Except as otherwise provided in the articles of incorporation, directors shall be elected by a plurality of the votes cast at an election.

SECTION 9.     RECORD DATE FOR DETERMINATION OP SHAREHOLDERS. For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment of a meeting, the board of directors may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the board. The date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting. If a record date is not fixed, the record date for determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the day next preceding the day on which notice is given, or if no notice is given, the day next preceding the day on which, the meeting is held. When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this Section, to determination applies to any adjournment of the meeting, unless the board of directors fixes a new record date under this Section for the adjourned meeting. For the purpose of determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, the board of directors may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the board and shall not be more than ten (10) days after the board resolution. If a record date is not fixed and prior action by the board of directors is required with respect to the corporate action to be taken without a meeting, the record date shall be the close of business on the day on which the resolution of the board is adopted. If a record date is not fixed and prior action by the board of directors is not required, the record date shall be the first date on which a signed written consent is delivered to the corporation as provided in Section 12 of this Article. For the purpose of determining shareholders entitled to receive payment of a share dividend or distribution, or allotment of a right, or for the purpose of any other action, the board of directors may fix a record date, which shall not precede the date on which the resolution fixing the record date is adopted by the board. The date shall not be more than sixty (60) days before the payment of the share dividend or distribution or allotment of a right or other action. If a record date is not fixed, the record date shall be the close of business on the day on which the resolution of the board of directors relating to the corporate action is adopted.

SECTION 10.     PROXIES. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting may authorize one or more other persons to act for him or her by proxy. A proxy shall be signed by the shareholder or his or her authorized agent or representative. A proxy is not valid after the expiration of three (3) years from its date unless otherwise provided in the proxy.

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SECTION 11.     INSPECTORS OF ELECTION. The board of directors, in advance of a shareholders’ meeting, may appoint one (1) or more inspectors of election to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders’ meeting may, and on request of a shareholder entitled to vote thereat shall, appoint one (1) or more inspectors. In case a person appointed fails to appear or act, the vacancy may be filled by appointment made by the board of directors in advance of the meeting or at the meeting by the person presiding thereat. The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the Validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine challenges and questions arising in connection with the right to vote, count and tabulate votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote thereat, the inspectors shall make and execute a written report to the person presiding at the meeting of any of the facts found by them and matters determined by them. The report is prima facie evidence of the facts stated and of the vote as certified by the inspectors.

SECTION 12.     ACTION BY WRITTEN CONSENT. The articles of incorporation may provide that any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within sixty (60) days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than ten (10) days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation, Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office or principal place of business shall be by band or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented in writing. Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice and without a vote if, before or after the action, all the shareholders entitled to vote consent in writing.

SECTION 13.     PARTICIPATION IN MEETING BY TELEPHONE. Unless otherwise restricted by the articles of incorporation, a shareholder may participate in a meeting of shareholders by a conference telephone or by other similar communications equipment through which all persons participating in the meeting may communicate with the other participants. All participants shall be advised of the communications equipment and the names of the participants

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in the conference shall be divulged to all participants. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE III

DIRECTORS

SECTION 1.     NUMBER AND TERM OF DIRECTORS. The number of directors which shall constitute the whole board shall be not less than three (3) nor more than eleven (11). The first board after the adoption of these amended and restated bylaws shall consist of seven (7) directors. Thereafter, the number of directors which shall constitute the board of directors for each ensuing year shall be determined at the annual meeting by vote of the shareholders prior to such election; provided, however, that if a motion is not made and curried to increase or decrease the number of directors, the board shall consist of the same number of directors as ware elected for the preceding year. The shareholders may also increase or decrease the number of directors at any meeting of the shareholders or by a written consent in lieu thereof. Either the shareholders or the board of directors may fill the vacancy caused by an increase in the number of directors. The first board of directors shall hold office until the first annual meeting of shareholders. At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the succeeding annual meeting, except in the case of classification of directors as permitted by the Act. A director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified, or until his or her resignation or removal. Directors need not be shareholders and may serve continuous terms.

SECTION 2.     VACANCIES. Unless otherwise limited by the articles of incorporation, if a vacancy, including a vacancy resulting from an increase in the number of directors, occurs in the board of directors, the vacancy may be filled as follows:

(a)The shareholders may fill the vacancy.

(b)The board may fill the vacancy.

(c)If the directors remaining in office constitute fewer than a quorum of the board of directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Unless otherwise provided in the articles of incorporation, if the holders of any class or classes of stock or series are entitled to elect one (1) or more directors to the exclusion of other shareholders, vacancies of that class or classes or series may be filled only by one (1) of the following:

(a)By a majority of the directors elected by the holders of that class or classes or series then in office, whether or not those directors constitute a quorum of the board of directors.

(b)By the holders of shares of that class or classes of shares, or series.

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Unless otherwise limited by the articles of incorporation or these bylaws, in the case of a corporation the board of directors of which are divided into classes, any director chosen to fill a vacancy shall hold office until the next election of the class for which the director shall have been chosen, and until his or her successor is elected and qualified. If because of death, resignation, or other cause, a corporation has no directors in office, an officer, a shareholder, a personal representative, administrator, trustee, or guardian of a shareholder, or other fiduciary entrusted with like responsibility for the person or estate of a shareholder, may call a special meeting of shareholders in accordance with the articles of incorporation or these bylaws. A vacancy that will occur at a specific date, by reason of a resignation effective at a later date under Section 4 of this Article or otherwise, may be filled before the vacancy occurs but the newly elected or appointed director may not take office until the vacancy occurs.

SECTION 3.     REMOVAL. The shareholders may remove one (1) or more directors with or without cause unless the articles of incorporation provide that directors may he removed only for cause. The vote for removal shall be by a majority of shares entitled to vote at an election of directors, unless the articles of incorporation require a higher vote for removal without cause.

SECTION 4.     RESIGNATION. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or a later time as set forth in the notice of resignation.

SECTION 5.     POWERS. The business and affairs of the corporation shall be managed by its board of directors except as otherwise provided in the Act or in the articles of incorporation.

SECTION 6.     LOCATION OF MEETINGS. Regular or special meetings of the board of directors may be held either in or outside the State of Michigan.

SECTION 7.     ORGANIZATION MEETING OF BOARD. The first meeting of each newly elected board of directors shall be held at the place of holding the annual meeting of shareholders, and immediately following the same, for the purpose of electing officers and transacting any other business properly brought before it, provided that the organization meeting in any year may be held at a different time and place than that herein provided by a consent of a majority of the directors of such new board. 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, unless said meeting is not held at the place of holding and immediately following the annual meeting of shareholders.

SECTION 8.     REGULAR MEETING OF BOARD. Any regular meeting 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.

SECTION 9.     SPECIAL MEETING OF BOARD. Any special meeting of the board of directors may be called by the chief executive officer, by any shareholder(s) owning, in the

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aggregate, ten percent (10%) or more of the outstanding shares entitled to vote at an election of directors of the corporation, or by a majority of the persons then comprising the board of directors, at any time by means of notice of the time and place thereof to each director, given not less than twenty-four (24) hours before the time such special meeting is to be held.

SECTION 10.     COMMITTEES OF DIRECTORS. The board of directors may designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation. The board may designate one (1) or more directors as alternate members of any committee, who may replace an absent or disqualified member at a meeting of the committee. In the absence or disqualification of a member of a committee, the members thereof present at a 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. Any such committee, to the extent provided in the resolution of the board of directors creating such committee, may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation. A committee does not have the power or authority to amend the articles of incorporation, adopt an agreement of merger or share exchange, recommend to the shareholders the sale, lease or exchange of all or substantially all of the corporation’s properly and assets, recommend to the shareholders a dissolution of the corporation or a revocation of a dissolution, amend the bylaws of the corporation or fill vacancies in the board of directors; and, unless the resolution of the board of directors creating such committee, the articles of incorporation or bylaws expressly so provide, a committee does not have the power or authority to declare a distribution, dividend or to authorize the issuance of stock. Any such committee, and each member thereof, shall serve at the pleasure of the board of directors.

SECTION 11.     QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES. At all meetings of the board of directors, or of a committee thereof, a majority of the members of the board then in office, or of the members of a committee of the board of directors, constitutes a quorum for transaction of business, unless the articles of incorporation, these bylaws, or in the case of a committee, the board resolution establishing the committee, provide for a larger or smaller number. The vote of the majority of members present at a meeting at which a quorum is present constitutes the action of the board of directors or of the committee unless the vote of a larger number is required by the Act, the articles of incorporation, or these bylaws, or in the case of a committee, the board resolution establishing the committee. Amendment of these bylaws by the board of directors requires the vote of not less than a majority of the members of the board then in office. 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 12.     ACTION BY WRITTEN CONSENT. Action required or permitted to be taken under authorization voted at a meeting of the board of directors or a committee of the board of directors, may be taken without a meeting if, before or after the action, all members of the board then in office or of the committee consent to the action in writing. The written consents

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shall be filed with the minutes of the proceedings of the board of directors or committee. The consent has the same effect as a vote of the board of directors or committee for all purposes.

SECTION 13.     COMPENSATION OF DIRECTORS. The shareholders, by affirmative vote of a majority of shareholders entitled to vote thereon, and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors.

SECTION 14.     PARTICIPATION IN MEETING BY TELEPHONE. A member of the board of directors or of a committee designated by the board may participate in a meeting by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with the other participants. Participation in a meeting pursuant to this Section constitutes presence in parson at the meeting.

ARTICLE IV

NOTICES

SECTION 1.     NOTICE. Whenever any notice or communication is required to be given by mail to any director or shareholder under any provision of the Act, or of the articles of incorporation or of these bylaws, it shall be given in writing, except as otherwise provided in the Act, to such director or shareholder at the address designated by him or her for that purpose or, if none is designated, at his or her last known address. The notice or communication is given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States postal service. The mailing shall be registered, certified or other first class mail except where otherwise provided in the Act. Written notice may also be given in person or by telegram, telecopy, telex, radiogram, cablegram, or mailgram, and such notice shall be deemed to be given when the recipient receives the notice personally, or when the notice, addressed as provided above, has been delivered to the corporation, or to the equipment transmitting such notice. Neither the business to be transacted at, nor the purpose of, a regular or special meeting of the board of directors need be specified in the notice of the meeting.

SECTION 2.     WAIVER OF NOTICE. When, under the Act or the articles of incorporation or these bylaws, or by the terms of an agreement or instrument, a corporation or the board of directors or any committee thereof may take action after notice to any person or after lapse of a prescribed period of time, the action may be taken without notice and without lapse of the period of time, if at any time before or after the action is completed the person entitled to notice or to participate in the action to be taken or, in case of a shareholder, by his or her attorney-in-fact, submits a signed waiver of such requirements. Neither the business to be transacted at, nor the purpose of, a regular or special meeting of the board of directors need be specified in the waiver of notice of the meeting, Attendance of a person at a meeting of shareholders constitutes a waiver of objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the

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meeting and a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented. A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or upon his or her arrival, objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting.

ARTICLE V

OFFICERS

SECTION 1.     SELECTION. The board of directors, at its first meeting and at its organization meeting following the annual meeting of shareholders, shall elect or appoint a president, a secretary and a treasurer. The board of directors may also elect or appoint a chairman of the board, one (1) or more vice presidents and such other officers, employees 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. Two (2) or more offices may be held by the same person but an officer shall not execute, acknowledge or verify an instrument in more than one (1) capacity if the instrument is required by law or the articles or bylaws to be executed, acknowledged or verified by two (2) or more officers.

SECTION 2.     COMPENSATION. The salaries of all officers, employees and agents of the corporation shall be fixed by the board of directors; provided, however, that the board may delegate to the officers the fixing of compensation of assistant officers, employees and agents.

SECTION 3.     TERM, REMOVAL AND VACANCIES. Each officer of the corporation shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal. An officer elected or appointed by the board of directors may be removed by the board with or without cause at any tune. An officer may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice of resignation. Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

SECTION 4.     CHIEF EXECUTIVE OFFICER. If the board of directors desires to elect or appoint a chief executive officer, the board shall designate the chairman of the board or, if none, president as such officer at the first meeting of each newly elected board of directors; provided, however, that if a motion is not made and carried to change the designation, the designation stall be the same as the designation for the preceding year; provided, further, that the designation of the chief executive officer may be changed at any special meeting of the board of directors. The president shall be the chief executive officer whenever the office of chairman of the board is vacant. The chief executive officer shall be responsible to the board of directors for the general supervision and management of the business and affairs of the corporation and shall

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see that all orders and resolutions of the board are carried into effect. The chairman of the board or president who is not the chief executive officer shall be subject to the authority of the chief executive officer, but shall exercise all of the powers and discharge all of the duties of the chief executive officer during the absence or disability of the chief executive officer.

SECTION 5.     CHAIRMAN OF THE BOARD OF DIRECTORS. If the board of directors elects or appoints a chairman of the board, he or she shall be elected or appointed by, and from among the membership of, the board of directors. He or she shall preside at all meetings of the shareholders and of the board of directors. He or she shall perform such other duties and functions as shall be assigned to him or her from time to time by the board of directors, Except where by law the signature of the president of the corporation is required, the chairman of the board of directors shall possess the same power and authority as the president to sign all certificates, contracts, instruments, papers and documents of every conceivable kind and character whatsoever in the name of and on behalf of the corporation unless otherwise authorized by the board of directors. During the absence or disability of the president, or while that office is vacant, the chairman of the board of directors shall exercise all of the powers and discharge all of the duties of the president.

SECTION 6.     PRESIDENT. During the absence or disability of the chairman of the board, or while that office is vacant, the president shall preside over all meetings of the board of directors, of the shareholders and of any executive committee, and shall perform all of the duties and functions, and when so acting shall have all powers and authority, of the chairman of the board. The president shall, in general, perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.

SECTION 7.     VICE PRESIDENTS. The board of directors may elect or appoint one or more vice presidents. The board of directors may designate one or more vice presidents as executive or senior vice presidents. Unless the board of directors shall otherwise provide by resolution duly adopted by it, such of the vice presidents as shall have been designated executive or senior vice presidents and are members of the board of directors in the order specified by the board of directors (or if no vice president who is a member of the board of directors shall have beau designated as executive or senior vice president, then such vice presidents as are members of the board of directors in the order specified by the board of directors) shall perform the duties and exercise the powers of the president during the absence or disability of the president if the office of the chairman of the board is vacant. The vice presidents shall perform such other duties as may be delegated to them by the board of directors, any executive committee, the chairman of the board or the president.

SECTION 8.     SECRETARY. The secretary shall attend all meetings of the shareholders, and of the board of directors and of any executive committee, and shall preserve in the books of the corporation true minutes of the proceedings of all such meetings, He or she shall safely keep in his or her custody the seal of she corporation, if any, and shall lave authority to affix the same to all instruments where its use is required or permitted. He or she shall give all notice required

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by the Act, these bylaws or resolution. He or she shall perform such other duties as may be delegated to him or her by the board of directors, any executive committee, the chairman of the board or the president.

SECTION 9.     TREASURER. The treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; he or she shall deposit all moneys, securities and other valuable effects in the name of the corporation in such depositories as may be designated for that purpose by the board of directors. He or she 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 whenever requested an account of all his or her transactions as treasurer and of the financial condition of the corporation. If required by the board of directors, he or she shall keep in force a bond la form, amount and with a surety or sureties satisfactory to the board of directors, conditioned for faithful performance of the duties of his or her office, and for restoration to the corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his or her possession or under his or her control belonging to the corporation. He or she shall perform such other duties as may be delegated to him or her by the board of directors, any executive committee, the chairman of the board or the president.

SECTION 10.     ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretary or assistant secretaries, in the absence or disability of the secretary, shall perform the duties and exercise the powers of the secretary. The assistant treasurer or assistant treasurers, in the absence or disability of the treasurer, shall perform the duties and exercise the powers of the treasurer. Any assistant treasurer, if required by the board of directors, shall keep in force a bond as provided in Section 9 of this Article. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or by the treasurer, respectively, or by the board of directors, any executive committee, the chairman of the board or the president.

SECTION 11.     DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF DIRECTORS. All officers, employees and agents shall, in addition to the authority conferred, or duties imposed, on them by these bylaws, have such authority and perform such duties in the management of the corporation as may be determined by resolution of the board of directors not inconsistent with these bylaws.

ARTICLE VI

INDEMNIFICATION

SECTION 1.     INDEMNIFICATION OF DIRECTORS AND OFFICERS: CLAIMS BY THIRD PARTIES. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case

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of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify a director or officer (an “Indemnitee”) who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, 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, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the 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 or its shareholders, and with respect to a criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee 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 or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

SECTION 2.     INDEMNIFICATION OF DIRECTORS AND OFFICERS: CLAIMS BROUGHT BY OR IN THE RIGHT OF THE CORPORATION. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exist or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, indemnify an Indemnitee who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right or 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, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, indemnification shall not be made under this Section for a claim, issue, or matter in which the Indemnitee has been found liable to the corporation except to the extent authorized in Section 6 of this Article.

SECTION 3.     ACTIONS BROUGHT BY THE INDEMNITEE. Notwithstanding the provisions of Sections 1 and 2 of this Article, the corporation shall not be required to indemnify an Indemnitee in connection with an action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee except as otherwise provided herein with respect to the enforcement of

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this Article, unless such action, suit, proceeding or claim (or part thereof) was authorized by the board of directors of the corporation.

SECTION 4.         APPROVAL OF INDEMNIFICATION. An indemnification under Sections 1 or 2 of this Article, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the indemnitee is proper in the circumstances because such indemnitee has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, as the case may be, and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made in any of the following ways:

(a)By a majority vote of a quorum of the board of directors consisting of directors who are not parties or threatened to be made parties to the action, suit, or proceeding.

(b)If a quorum cannot be obtained in subsection (a), by majority vole of a committee duly designated by the board of directors and consisting solely of two (2) or more directors not at the time parties or threatened to be made parties to the action, suit or proceeding.

(c)By independent legal counsel in a written opinion, which counsel shall be selected in one (1) of the following ways:

(i)By the board of directors or its committee in the manner prescribed in subsection (a) or (b).

(ii)If a quorum of the board of directors cannot be obtained under subsection (a) and a committee cannot be designated under subsection (b), by the board of directors.

(d)By all independent directors (if any directors have been designated as such by the board of directors or shareholders of the corporation) who are not parties or threatened to be made parties to the action, suit, or proceeding.

(e)By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.

In the designation of a committee under subsection (b) or in the selection of independent legal counsel under subsection (c)(ii), all directors may participate.

SECTION 5.         ADVANCEMENT OF EXPENSES. The corporation may pay or reimburse the reasonable expenses incurred by an Indemnitee who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if all of the following apply:

(a)The Indemnitee furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article.

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(b)The Indemnitee furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct.

(c)A determination is made that the facts then known to those making the determination would not preclude indemnification under the Act.

The undertaking required by subsection (b) must be an unlimited general obligation of the Indemnitee but need not be secured. Determinations and evaluations of payments under this Section shall be made in the manner specified in Section 4 of this Article.

SECTION 6.     COURT APPROVAL. An Indemnitee who is a party or threatened to be made a party to an action, suit, or proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice it considers necessary may order indemnification if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the applicable standard of conduct set forth in Sections 1 and 2 of this Article or was adjudged liable as described in Section 2 of this Article, but if he or she was adjudged liable, his or her indemnification is limited to reasonable expenses incurred.

SECTION 7.     PARTIAL INDEMINICATION. If an Indemnitee is entitled to indemnification under Sections 1 or 2 of this Article for a portion of expenses, including reasonable attorneys(1) fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, the corporation shall indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the Indemnitee is entitled to be indemnified.

SECTION 8.     INDEMNIFICATION OF EMPLOYEES AND AGENTS. Any person who is not covered by the foregoing provisions of this Article and who is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, may be indemnified to the fullest extent authorized or permitted by the Act or other applicable law, as the same exists or may hereafter be amended, but, in the case of any such amendment, only to the extent such amendment permits the corporation to provide broader indemnification rights than before such amendment, but in any event only to the extent authorized at any time or from time to time by the board of directors.

SECTION 9.     OTHER RIGHTS OF INDEMNIFICATION. The indemnification or advancement of expenses provided under Sections 1 through 8 of this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual

14

expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in Section 1 through 8 of this Article continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, personal representatives, and administrators of the person.

SECTION 10.     DEFINITIONS. “Other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, the director, officer, employee or agent with respect to an employee benefit plan, its participants or its beneficiaries; and a person who acted to good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the corporation or its shareholders” as referred to in Sections 1 and 2 of this Article.

SECTION 11.     LIABILITY INSURANCE. The corporation shall have the 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, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have power to indemnify him or her against liability under the pertinent provisions of the Act.

SECTION 12.     ENFORCEMENT. If a claim under this Article is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall he entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, a committee thereof, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because such claimant has met the applicable standard of conduct set forth in the Act nor an actual determination by the corporation (including its board of directors, a committee thereof, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

15

SECTION 13.     CONTRACT WITH THE CORPORATION. The right to indemnification conferred in this Article shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.

SECTION 14.     APPLICATION TO A RESULTING OR SURVIVING CORPORATION OK CONSTITUENT CORPORATION. The definition for “corporation” found in Section 569 of the Act, as the same exists or may hereafter be amended is, and shall be, specifically excluded from application to this Article. The indemnification and other obligations set forth in this Article of the corporation shall be binding upon any resulting or surviving corporation after any merger or consolidation with the corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the Act, no person shall be entitled to the indemnification and other rights set forth in this Article for acting as a director or officer of another corporation prior to such other corporation entering into a merger or consolidation with the corporation.

SECTION 15.     SEVERABILITY. Each and every paragraph, sentence, term and provision of this Article shall be considered severable in that, in the event a court finds any paragraph, sentence, term or provision to be invalid or unenforceable, the validity and enforceability, operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be affected, and this Article shall be construed in all respects as if the invalid or unenforceable matter had been omitted.

ARTICLE VII

STOCK AND TRANSFERS

SECTION 1.     SHARE CERTIFICATES: REQUIRED SIGNATURES. The shares of the corporation shall be represented by certificates which shall be signed by the chairman of the board of directors, vice chairman of the board of directors, president or a vice president and which also may be signed by another officer of the corporation. The certificate may he sealed with the seal of the corporation or a facsimile of the seal. The signatures of the officers may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the corporation itself or its employee. If an officer who has signed or whose facsimile signature has been placed upon a certificate ceases to be an officer before the certificate is issued, it may be issued by the corporation with the same effect as if he or she were the officer at the date of issue.

SECTION 2.     SHARE CERTIFICATES: REQUIRED PROVISIONS. A certificate representing shares of the corporation shall state upon its face all of the following:

(a)           That the corporation is formed under the laws of this state.

16

(b)The name of the person to whom issued.

(c)The number and class of shares, and the designation of the series, if any, which the certificate represents.

A certificate representing shares issued by a corporation which is authorized to issue shares of more than one (1) class shall set forth on its face or back or state on its face or back that the corporation will furnish to a shareholder upon request and without charge a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued, and if the corporation is authorized to issue any class of shares in series, the designation, relative rights, preferences and limitations of each series so far as the same have been prescribed and the authority of the board to designate and prescribe the relative rights, preferences and limitations of other series.

SECTION 3.     REPLACEMENT OF LOST OR DESTROYED SHARE CERTIFICATES. The corporation may issue a new certificate for shares or fractional shares in place of a certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of directors may require the owner of the lost or destroyed certificate, or his or her 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 lost or destroyed certificate or the issuance of such new certificate.

SECTION 4.     REGISTERED SHAREHOLDERS. The corporation shall have the right to treat the registered holder of any share as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the corporation shall have express or other notice thereof, save as may be otherwise provided by the statutes of Michigan.

SECTION 5.     TRANSFER AGENT AND REGISTRAR. The board of directors may appoint a transfer agent and a registrar in the registration of transfers of its securities.

SECTION 6.     REGULATIONS. The board of directors shall have power and authority to make all such rules and regulations as the board shall deem expedient regulating the issue, transfer and registration of certificates for shares in this corporation.

ARTICLE VIII

GENERAL PROVISIONS

SECTION 1.     DISTRIBUTIONS IN CASH OR PROPERTY. The board of directors may authorize and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and/or unless otherwise limited by the articles of incorporation, these bylaws or the Act.

17

SECTION 2.     RESERVES. The board of directors shall have power and authority to set apart such reserve or reserves, for any proper purpose, as the board in its discretion shall approve, and the board shall have the power and authority to abolish any reserve created by the board.

SECTION 3.     VOTING SECURITIES. Unless otherwise directed by the board of directors, the chairman of the board or president, or in the case of their absence or inability to act, the vice presidents, in order of their seniority, shall have full power and authority on behalf of the corporation to attend and to act and to vole, or to execute in the name or on behalf of the corporation a consent in writing in lieu of a meeting of shareholders or a proxy authorizing an agent or attorney-in-fact for the corporation to attend and vote at any meetings of security holders of corporations in which the corporation may hold securities, and at such meetings he or she or his or her duly authorized agent or attorney-in-fact shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the owner thereof, the corporation might have possessed and exercised if present. The board of directors by resolution from time to time may confer like power upon any other person or persons.

SECTION 4.     CHECKS. All checks, drafts and orders for the payment of money shall be signed in the name of the corporation in such manner and by such officer or officers or such other person or persons as the board of directors shall from time to time designate for that purpose.

SECTION 5.     CONTRACTS, CONVEYANCES, ETC. When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the chairman of the board, president or any vice president, and the treasurer, secretary or assistant secretary, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto. The board of directors shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of this corporation.

SECTION 6.     CORPORATE BOOKS AND RECORDS. The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, board of directors and executive committees, if any. The books, records and minutes may be kept outside this state. The corporation shall keep at its registered office, or at the office of its transfer agent in or outside the State of Michigan, records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively became holders of record. Any of the books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. The corporation shall convert into written form without charge any record not in written form, unless otherwise requested by a person entitled to inspect the records.

SECTION 7.     FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the board of directors; in the absence of such resolution, the fiscal year of the corporation shall begin on January 1 and end on December 31.

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SECTION 8.     SEAL. If the corporation has a corporate seal, it shall have inscribed thereon the name of the corporation and the words “Corporate Seal” and “Michigan.” The seal may be used by causing it or a facsimile to be affixed, impressed or reproduced in any other manner.

ARTICLE IX

AMENDMENTS

SECTION 1.     The shareholders or the board of directors may amend or repeal the bylaws or adopt new bylaws unless the articles of incorporation provide that the power to adopt new bylaws is reserved exclusively to the shareholders or that these bylaws or any particular bylaw shall not be altered or repealed by the board of directors. Such action may be taken by written consent or at any meeting of shareholders or the board of directors; provided that if notice of any such meeting is required by these bylaws, it shall contain notice of the proposed amendment, repeal or new bylaws. Amendment of these bylaws by the board of directors requires the vote of not less than a majority of the members of the board then in office.

19

EX-3.15

Exhibit 3.15

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/20/1996

960181770 - 2634883

CERTIFICATE OP INCORPORATION

OF

COLFOR, INC.

The undersigned hereby establishes a corporation under the General Corporation Law of the State of Delaware, and for such purpose hereby certifies as follows:

FIRST. The name of the corporation is Colfor, Inc.

SECOND. The address of its registered office in the State of Delaware is 1013 Centre Road in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.

THIRD. The nature of the business or purposes to be conducted or promoted is 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. (a) The total number of shares of stock that the corporation shall have authority to issue is 1,500,000 shares of common stock having a par value of $0.01 per share.

(b)           Each shareholder of record shall have one vote for each share of stock standing in its name on the books of the corporation and entitled to vote, except that in the election of directors it shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose.

(c)           No shareholder of the corporation, shall, because of its ownership of shares, have any pre-emptive or similar right to subscribe for or purchase any additional shares of stock, any other securities of any class, any rights, warrants or options to purchase stock or any scrip, or any securities of any kind convertible into stock or carrying stock purchase warrants or privileges whether the shares are authorized by this certificate of incorporation or an amendment hereto.

FIFTH. The name and mailing address of the incorporator is:

Andrew M. Weinfeld, Esq.

Richards Spears Kibbe & Orbe

One Chase Manhattan Plaza

57th Floor

New York, New York 10005

SIXTH. The number of directors shall be one or such greater number as the director ox stockholders shall determine by resolution from time to time.

SEVENTH. Ejections of directors need not be by written ballot unless the bylaws the corporation so provide.

EIGHTH. The board of directors of the corporation is expressly authorized to make, alter and repeal the bylaws of the corporation.

NINTH. No director shall be personally liable to the corporation or any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director shall be liable (a) under Section 174 of Title 8 of the Delaware Code (relating to the Delaware General Corporation Law) or any amendment thereto or successor provision thereto or (b) by reason that he or she (i) has breached his or her duty of loyalty to the corporation or its shareholders, (ii) has not acted in good faith or, in failing to act, has not acted in good faith, (iii) has acted in a manner involving intentional misconduct or a knowing violation of law or, in failing to act, has acted in a manner involving intentional misconduct or a knowing violation of law or (iv) has derived an improper personal benefit. Neither the amendment nor repeal of this Article NINTH, nor the adoption of any provision of this certificate of incorporation of or the bylaws of the corporation inconsistent with this Article NINTH, shall eliminate or reduce the effect of this Article NINTH in respect of any matter occurring, or any cause of action, suit or claim that but for this Article NINTH would accrue or arise, prior to such amendment or repeal or such adoption of such inconsistent provision.

Dated this 19th day of June, 1996.

/s/ Andrew M. Weinfeld

Andrew M. Weinfeld, Esq.

Incorporator

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/20/1996

960182601 - 2634883

AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

COLFOR, INC.

(Pursuant to Section 241 of the General

Corporation Law of the State of Delaware)

I, the undersigned, being the sole incorporator of Colfor, Inc., do hereby certify that the Certificate of Incorporation of said Corporation filed on the 20th day of June 1996, is amended as follows:

The heading is amended to read as follows: “Certificate of Incorporation) of Colfor Manufacturing, Inc.”

ARTICLE FIRST is amended to read as follows: “The name of the corporation is Colfor Manufacturing, Inc.”

I further certify that the corporation has not received any payment for any of its stock and that this amendment to its Certificate of Incorporation has been duly adopted as provided in Section 241 of the General Corporation Law of the State of Delaware.

I have duly executed this Amendment to Certificate of Incorporation this 20th day of June A.D., 1996.

/s/ Andrew M. Weinfeld

Andrew M. Weinfeld

Sole Incorporator

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 02:00 PM 06/02/1999

991220742 - 2634883

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Colfor Manufacturing, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle

The Board of Directors of Colfor Manufacturing, Inc. adopted the following resolution on the 24th of May, 1999:

Resolved, that the registered office of Colfor Manufacturing, Inc. in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Colfor Manufacturing, Inc. has caused this statement to be signed by Patrick S. Lancaster, its Secretary , this 24th day of May, 1999

/s/ Patrick S. Lancaster

Patrick S. Lancaster

Secretary

(DEL. - 264 - 6/15/94)

CT System

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:05 PM 12/02/1999

991514925 - 2634883

STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP

SUBSIDIARY INTO PARENT

Section 253

CERTIFICATE OF OWNERSHIP

MERGING

VALLEY FORGE, INC.,

an Ohio Corporation

INTO

COLFOR MANUFACTURING, INC.,

a Delaware Domestic Corporation

(Pursuant to Section 253 of the General Corporation Law of Delaware)

COLFOR MANUFACTURING, INC., a corporation incorporated on the 20th day of June 1996, pursuant to the provisions of the General Corporation Law of the State of Delaware;

DOES HEREBY CERTIFY, that this corporation owns 100% of the capital stock of VALLEY FORGE, INC., a corporation incorporated on the 26th day of July, 1972, pursuant to the provisions of the Ohio Revised Code, and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 29th day of November 1999, determined to and did merge into itself said Valley Forge, Inc., which resolution is in the following words to wit:

WHEREAS, this corporation lawfully owns 100% of the outstanding stock of Valley Forge, Inc., a corporation organized and existing under the laws of Ohio; and

WHEREAS, this corporation desires to merge into itself the said Valley Forge, Inc., and to be possessed of all the estate, property, rights, privileges and franchises of said corporation;

NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said Valley Forge, Inc. and assumes all of its liabilities and obligations; and

FURTHER RESOLVED, that an authorized officer of this corporation be and he is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said Valley Forge, Inc., and assume its liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County; and

FURTHER RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect said merger.

IN WITNESS WHEREOF, said Colfor Manufacturing. Inc. has caused this certificate to be signed by Gary J. Witosky, President, an authorized officer this 29th day of November 1999.

COLFOR MANUFACTURING, INC.
a Delaware corporation
By:	/s/ Gary J. Witosky
	Gary J. Witosky, President

2

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 11:00 AM 05/09/2000

001235022 - 2634883

AMENDMENT

TO

CERTIFICATE OF INCORPORATION

OF

COLFOR MANUFACTURING, INC.

(Pursuant to Section 242 of the General

Corporation Law of the State of Delaware)

WE, the undersigned, being respectfully the duly elected, qualified and acting President and Secretary of Colfor Manufacturing, Inc., do hereby certify that the Certificate of Incorporation of said Corporation filed on the 20th day of June 1996, is amended as follows:

ARTICLE FOURTH is amended in its entirety to read as follows:

“FOURTH, (a) The total number of shares of stock that the corporation shall have authority to issue is 3,000 shares of common stock having a par value of $0.01 per share.

(b)   Each shareholder of record shall have one vote for each share of stock standing in its name on the books of the corporation and entitled to vote, except that in the election of directors it shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose.

(c)   No shareholder of the corporation shall, because of its ownership of shares, have any pre-emptive or similar right to subscribe for or purchase any additional shares of stock, any other securities of any class, any rights, warrants or options to purchase stock or any scrip, or any securities of any kind convertible into stock or carrying stock purchase warrants or privileges whether the shares are authorized by this certificate of incorporation or an amendment hereto.”

We further certify that this amendment to its Certificate of Incorporation has been duly adopted by the Board of Directors and the Shareholders of the Corporation as provided in Section 242 of the General Corporation Law of the State of Delaware.

We have duly executed this Amendment to Certificate of Incorporation this 25th day of April A.D., 1997.

	/s/ Joyce Johnson-Miller
	Joyce Johnson-Miller
	President
Attest:	/s/ Barry A. Gaines
	Barry A. Gaines
	Secretary

2

EX-3.16

Exhibit 3.16

BYLAWS

OF

COLFOR MANUFACTURING, INC.

ARTICLE I

OFFICES

Section 1.              Business Offices. The principal office of the corporation shall be located in Malverne, Ohio. The location of the principal office may be changed, and the corporation may also have offices at such other places both within and without the State of Delaware and Ohio in each case as the board of directors may from time to time determine or as the business of the corporation may require.

Section 2.              Registered Office. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The registered office may be changed from time to time by the board of directors.

ARTICLE II

SHAREHOLDERS

Section 1.              Annual Meeting. An annual meeting of the shareholders shall be held on the first Monday in the month of May in each year, or on such other date as may be determined by the board of directors, beginning with the year 1997, for the purpose of electing directors and for the transaction of such other business as properly may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated for any annual meeting of the shareholders, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as is convenient, Failure to hold an annual meeting as required by these bylaws shall not invalidate any action taken by the board of directors or officers of the corporation.

Section 2.              Special Meetings. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president

or by the board of directors, and shall be called by the president at the request of the holders of not less than a majority of all the outstanding shares of the corporation entitled to vote at the meeting. Such request shall state the purpose or purposes of the proposed meeting.

Section 3.              Place of Meeting. Bach meeting of the shareholders shall be held at such place either within or outside Delaware or Ohio, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of the corporation.

Section 4.              Fixing Date for Determination of Shareholders of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders 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 any other lawful action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders, which date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action. If no record date is fixed then the record date shall be: (a) for determining shareholders entitled to notice of or to vote at a meeting of shareholders the close of business on the day next preceding the day on which notice is given, or, if notice is waived, the close of business on the day next preceding the day on winch the meeting is held; (b) for determining shareholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the board of directors is necessary, the day on which the first written consent is expressed; and (c) for determining shareholders for any other propose the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders 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.

Section 5.              Notice of Meeting. Written notice stating the place, day and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting, unless otherwise required by applicable law, either personally or by mail, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the corporation. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof arc announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. 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 shareholder of record entitled to vote at the meeting.

Section 6.              Voting Lists. The officer who has charge of the stock books of the corporation shall prepare and make, at least 10 days before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 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 shareholder who is present.

Section 7.              Proxies. Each shareholder entitled to vote at a meeting of shareholders 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. Every proxy must be signed by the. shareholder granting the proxy or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period,

Section 8.              Quorum. Except as otherwise provided by applicable law or by the certificate of incorporation, a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time in accordance with Section 5 of this Article, until a quorum shall be present or represented.

Section 9.              Voting of Shares. Unless otherwise provided in the certificate of incorporation and subject to the provisions of Section 4 of this Article, each shareholder shall be entitled to one vote for each share of capital stock held by such shareholder. In the election of directors each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be allowed.

The affirmative vote of a majority of the shares represented at a meeting at which a quorum is present and entitled to vote on the matter shall be the act of the shareholders, unless the matter is one upon which, by express provision of law, of the certificate of incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control voting on the matter.

Section 10.            Voting of Shares by Certain Holders. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. Persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent such shares and vote thereon. If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall be as set forth in the General Corporation Law of the State of Delaware.

Section 11.            Action Without a Meeting. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at any meeting of the shareholders 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 the holders of 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 (which consent may be signed in counterparts). Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareholders who have not consented in writing. In the event that the action which is consented to is such as would have required the filing of a certificate or other document with any governmental body, if such action had been voted on by shareholders at a meeting thereof, the certificate filed shall state, in lieu of any statement required under law concerning any vote of shareholders, that written consent has been given in accordance with the provisions of law and that written notice has been given as provided by law.

Section 12.            Conduct of Meeting. Meetings of shareholders shall be presided over by the chairman of the board or, if there is none, by the president or vice president or, if none of the foregoing is present, by a chairman to be chosen by the shareholders entitled to vote who are present in person or by proxy at the meeting. The secretary of the corporation shall act as secretary of every meeting, but if the secretary is not present, the presiding officer of the meeting shall appoint a person present to act as secretary of the meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1.              General Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors, except as otherwise provided under applicable law or in the certificate of incorporation.

Section 2.              Number, Tenure and Qualifications. The number of directors of the corporation shall be not less than one nor more than ten. The number of directors may be changed from time to time by resolution of the board of directors or by the shareholders. Directors shall be elected at each annual meeting of shareholders except as provided in Section 3 of this Article. Each director shall hold office until his successor shall have been elected and qualified or until his earlier death, resignation or removal. Directors need not be residents of Delaware, citizens of the United States or shareholders of the corporation. Directors shall be removable in the manner provided by applicable law.

Section 3.              Vacancies. Any director may resign at any time by giving written notice to the corporation. A director’s resignation shall take effect at the time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy or any newly created directorship resulting from any increase in the authorized number of directors may be filled by a majority of directors then in office, although less than a quorum, or by the affirmative vote of two directors if there are only two directors remaining, or by a sole remaining director, or by the shareholders if there are no directors remaining, and a director so chosen shall hold office until the next annual election and until his successor is duly elected and qualified, unless sooner displaced.

If the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series then in office, or by the affirmative vote of two such directors if there are only two directors remaining of such class or classes or series, or by a sole remaining director so elected, or by the shareholders of such class or classes or series if there are no such directors remaining, and a director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his successor is duly elected and qualified, unless sooner displaced.

When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation

or resignations shall become effective, and each director so chosen shall hold office as provided in this Section for the filling of other vacancies.

Section 4.              Regular Meetings. A regular meeting of the board of directors shall be held immediately after and at the same place as the annual meeting of shareholders, or as soon as practicable thereafter at the time and place, either within or without Delaware or Ohio, determined by the board, for the purpose of electing officers and for the transaction of such other business as may come before the meeting. The board of directors may provide by resolution the time and place, either within or outside Delaware or Ohio, for the holding of additional regular meetings.

Section 5.              Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director. The person authorized to call special meetings of the board of directors may fix any place, either within or outside Delaware or Ohio, as the place for holding any special meeting of the board of directors called by him.

Section 6.              Notice. Notice of each meeting of the board of directors stating the place, day and hour of the meeting shall be given to each director at least five days prior. thereto by the mailing of written notice by first class, certified or registered mail, or at least two days prior thereto by personal delivery of written notice or by telephonic or telegraphic notice, except that in the case of a meeting to be held pursuant to Section 11 of this Article telephonic notice may be given one day prior thereto. (The method of notice need not be the same to each director.) Notice shall be deemed to be given, if mailed, when deposited in the United States mail, with postage thereon prepaid, addressed to the director at his business or residence address; if personally delivered, when delivered to the director; if telegraphed, when the telegram is delivered to the telegraph company; if telephoned, when communicated to the director. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7.              Quorum and Voting. If the number of directors of the corporation is less than three, a quorum for the transaction of any business at a meeting of the board of directors shall consist of the total number of directors fixed under Section 2 of this Article, present in person, and the vote of all of such directors shall be required to be the act of the board of directors. If the of directors is three or more, a majority of the number of directors fixed under Section 2 of this Article, present in person, shall constitute a quorum for the transaction of business at any meeting of the board of directors, and the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of

the board of directors. If less than a quorum is present at a meeting, the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. No director may vote or act by proxy or power of attorney at any meeting of the board of directors.

Section 8.              Committees. The board of directors may, by one or more resolutions, 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. In the absence or disqualification of a member of a committee, the member or 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. Any such committee, to the extent provided in the rasolution of the board of directors but subject to the limitations of applicable law, 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 shareholders the sale, lease or exchange of all or substantially all of the corporation’s property and assets, recommending to the shareholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws 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. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9.              Compensation. 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 any committee of the board may be allowed like compensation for attending committee meetings.

Section 10.            Action Without a Meeting. 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 the proceedings of the board or committee.

Section 11.            Meetings by Telephone. Unless otherwise restricted by the certificate of incorporation members of the board of directors, or any committee designated by the board of directors, may participate to a meeting of such board or 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 in such manner shall constitute presence in person at the meeting.

Section 12.            Conduct of Meeting. Meetings of the board of directors shall be presided over by the chairman of the board or, if there is none, by a chairman chosen by the directors entitled to vote who are present in person at the meeting. The secretary of the corporation shall act as secretary at all meetings of the board of directors when present and, in his or her absence, the presiding officer may appoint a person to act as secretary.

ARTICLE IV

OFFICERS AND AGENTS

Section 1.              Number and Qualifications. The officers of the corporation shall be at least a president and a secretary. The board of directors may also elect or appoint such other officers, assistant officers, and agents, including a chairman of the board, a vice-chairman or vice-chairmen of the board, a chief executive officer, a chief operating officer, one or more vice-presidents, a treasurer, a controller, assistant secretaries and assistant treasurers, as they may consider necessary. Any number of offices may be held by the same person.

Section 2.              Election and Term of Office. The officers of the corporation shall be elected by the board of directors annually at the first meeting of the board held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient to the board of directors. Each officer shall hold office until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal.

Section 3.              Salaries. The salaries of the officers shall be as fixed from time to time by the board of directors and no officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation.

Section 4.              Removal. Any officer or agent elected or appointed by the board of directors may be removed at any time by the board whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without

prejudice to the contract rights, if any, of the person so removed, Election or appointment of an officer or agent shall not in itself create contract rights.

Section 5.              Vacancies. Any officer may resign at any time, subject to any rights or obligations under any existing contracts between the officer and the corporation, by giving written notice to the corporation. An officer’s resignation shall take effect at the time stated therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in any office by death, resignation, removal or otherwise shall be filled by the board of directors for the unexpired portion of the term.

Section 6.              Authority and Duties of Officers. The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below, and as may the additionally specified by the board of directors or by these bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

(a)           Chairman of the Board. The chairman of the board shall (i) preside at all meetings of the shareholders and the board of directors; (ii) have the responsibility of guiding the board of directors in effectively discharging its responsibilities, including, but not limited to, providing for the execution of the corporation’s objective; safeguarding and furthering shareholders’ interests; and appraising the adequacy of overall results as reported by the president and (iii) see that all orders and resolutions of the board of directors are carried into effect and shall from time to time report to the board of directors on matters within his or her knowledge which the interests of the corporation may require to be brought to the attention of the board of directors.

(b)           Chief Executive Officer. The chief executive officer shall have all of the powers and duties of the president and, if there is a president, shall direct and supervise the president.

(c)           President. The president, subject to the direction and supervision of the board of directors, shall; (i) be the chief executive officer of the corporation arid have general and active control of its affairs, business and property and general supervision of its officers, agents and employees; (ii) unless there is a chairman of the board, preside at all meetings of the shareholders and the board of directors; (iii) see that all orders and resolutions of the board of directors are carried into effect; and (iv) perform all other duties normally incident to the office of president of a corporation as from time to time may be assigned to him by the board of directors. If there is a

chief executive officer, the president shall be subject to the direction and supervision of the chief executive officer.

(d)           Vice-President. The vice-president, if any, (or if there is more than one then each vice-president) shall assist the president and the chief executive officer and shall perform such duties as may be assigned to him by the president, the chief executive officer or by the board of directors. The vice-president, if there is one (or if there is more than one then the vice-president designated by the board of directors or if there be no such designation, then the vice-presidents in order of their election) shall, at the request of the president, or in his absence or inability or refusal to act, perform the dudes of the president, and when so acting shall have all the powers of and be subject to all (he restrictions upon the president.

(e)           Secretary. The secretary shall; (i) record or cause to be recorded the proceedings of the meetings of the shareholders, the board of directors and any committees of the board of directors in a book to be kept for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records and of the seal of the corporation; (iv) keep at the corporation’s registered office or principal place of business a record containing the names and addresses of all shareholders and the number and class of shares held by each, unless such a record shall be kept at the office of the corporation’s transfer agent or registrar; (v) have general charge of the stock books of the corporation, unless the corporation has a transfer agent; and (vi) In general, perform all other duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors, Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

(f)            Treasurer. The treasurer shall: (i) be the principal financial officer of the corporation and have the care and custody of all funds, securities, evidences of indebtedness and other personal property of the corporation and deposit the same in accordance with the instructions of the board of directors; (ii) receive and give receipts and acquittances for moneys paid in on account of the corporation, and pay out of the funds on hand all bills, payrolls and other just debts of the corporation of whatever nature upon maturity; (iii) unless there is a controller, be the principal accounting officer of the corporation and as such prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the president and the board of directors statements of account showing the financial position of the corporation and the results of its operations; (iv) upon request of the board, mate such reports to it as may be required at any time; and (v) perform all other duties incident to the office of treasurer and such other duties as from time to time may be

assigned to him by the board of directors or the president. Assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer. If there is no treasurer, these duties shall be performed by the secretary or president or other person appointed by the board of directors. ‘

Section 7.              Surety Bonds. The board of directors may require any officer or agent of the corporation to execute to the corporation a bond in such sums and with such sureties as shall be satisfactory to the board, conditioned upon the faithful performance of his duties and for the restoration to the corporation of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

ARTICLE V

STOCK

Section 1.              Issuance of Shares. The issuance or sale by the corporation of any shares of its authorized capital stock of any class, including treasury shares, shall be made only upon authorization by the board of directors, except as otherwise may be provided by applicable law.

Section 2.              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 chairman or a vice-chairman of the board of directors, or the president or a vice-president, 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. Any of or all the signatures 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, Certificates of stock shall be consecutively numbered and shall be in such form consistent with law as shall be prescribed by the board of directors.

Section 3.              Payment for Shares. Shares shall be issued for such consideration (but not less than the par value thereof) as shall be determined from time to time by the board of directors. Treasury shares shall be disposed of for such consideration as may be determined from time to time by the board. Such consideration shall be paid in such form and in such manner as the directors shall determine. In the absence of actual fraud in the transaction the judgment of the directors as to the value of such consideration shall be conclusive. The capital stock issued by the corporation shall be deemed to be fully paid and non-assessable

stock if: (a) the entire amount of the consideration has been received by the corporation in the form of cash, services rendered, personal property, leases of real property or a combination thereof; or (b) not less than the amount of the consideration determined to be capital pursuant to statute has been received by the corporation in such form and the corporation has received a binding obligation of the subscriber or purchaser to pay the balance of the subscription or purchase price; provided, however, nothing contained herein shall prevent the board of directors from issuing partly paid shares pursuant to applicable law.

Section 4.              Lost Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock the board of directors may direct the issuance of a now certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The board of directors may in its discretion require a bond in such form and amount and with such surety as it may determine before issuing a new certificate.

Section 5.              Transfer of Shares. Upon surrender to the corporation or to a transfer agent of the corporation of a certificate of stock 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 to the stock books.

Section 6.      Registered Shareholders. 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 applicable law.

Section 7.              Transfer Agents, Registrars Paying Agents. The board of directors may at its discretion appoint one or more transfer agents, registrars and agents for making payment upon any class of stock, bond, debenture or other security of the corporation. Such agents and registrars may be located either within or outside Delaware or Ohio. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI

INDEMNIFICATION

Section 1.              Definitions. For purposes of this Article, the following terms shall have the meanings set forth below:

(a)           “Action” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative;

(b)           “Derivative Action” means any Action by or in the right of the corporation to procure a judgment in its favor;

(c)           “Third Party Action” means any Action other than a Derivative Action;

(d)           “Indemnified Party” means any person who is or was a party or is threatened to be made a party to any Action by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including without limitations any employee benefit plan of the corporation for which any such person is or was serving as. trustee, plan administrator or other fiduciary; and

(e)           “corporation.’’ means in addition to this corporation and any resulting corporation, each constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees, fiduciaries or agents, so that any person who is or was a director, officer, employee, fiduciary or agent of suck conslituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary 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 have with respect to such constituent corporation if its separate existence had continued.

Section 2.              Third Party Action. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by him in connection with any Third Party Action if, as determined pursuant to Section 5 of this Article 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, had no reasonable cause to believe his conduct was unlawful. The termination of any Third Party Action by judgment, order,

settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create either a presumption that the Indemnified Party 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 or, with respect to any criminal Action, a presumption that the Indemnified Party had reasonable cause to believe that his conduct was unlawful.

Section 3.              Derivative Actions. The corporation shall indemnify any Indemnified Party against expenses (including attorneys’ fees) actually and. reasonably incurred by him in connection with the defense or settlement of any Derivative Action if, as determined pursuant to Section 5 of this Article, 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, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person is or has been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or court in which such Action was brought determines upon application that, despite the adjudication of liability but in view of all circumstances of the case, such Indemnified Party is fairly and reasonably entitled to indemnification for such expanses which the Court of Chancery or suck other court deems proper. If any claim that may be made by or in the right of the corporation against any person who may seek indemnification under this Article is joined with any claim by any other party against such person in a single Action, the claim by or in the right of the corporation (and all expenses related thereto) shall never-theless be deemed the subject of a separate and distinct Derivative Action for purposes of this Article.

Section 4.              Success on Merits or Otherwise. If and to the extent that any Indemnified Party has been successful on the merits or otherwise in defense of any Action referred to in Section 2 or 3 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 without the necessity of any determination that he has met the applicable- standards of conduct set forth in Section 2 or 3 of this Article.

Sections 5.             Determination. Except as provided in Section 4 of this Article, any indemnification under Section 2 or 3 of this Article (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the Indemnified Party is proper in the circumstances because he has met the applicable standards of conduct set forth in said Section 2 or 3, Any indemnification under Section 4 of this Article (unless ordered by a court) shall be made by the corporation only upon a determination by the corporation of the extent to which the Indemnified Party has been or would have been successful on the merits or otherwise, Any such determination shall be made (a) by a majority vote of a quorum of the whole board of directors consisting of directors who are not or were not

parties to the subject Action or (b) upon the request of a majority of the directors who are not or were not parties to such Action or if there be none, upon the request of a majority of a quorum of the whole board of directors, by independent legal counsel (which counsel shall not be the counsel generally employed by the corporation in connection with its corporate-affairs) in a written opinion, or (c) by the shareholders of the corporation at a meeting called for such purpose.

Section 6.              Payment in Advance. Expenses (including attorneys’ fees) or some part thereof incurred by an Indemnified Party in defending any Action, shall be paid by the corporation in advance of the final disposition of such Action if a determination to make such payment is made on behalf of the corporation as provided in Section 5 of this Article; provided that no such payment may be made unless the corporation shall have first received a written undertaking by or on behalf of the Indemnified Party to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the corporation as authorized in this Article.

Section 7.              Other Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article shall not be deemed exclusive of any other rights to which any Indemnified Party or oilier person seeking indemnification or advancement of expenses may be entitled under the certificate of incorporation, any agreement, bylaw (including without limitation any other or further Section or provision of this Article), vote of the shareholders or disinterested directors or , otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office.

Section 8.              Period of Indemnification. Any indemnification pursuant to this Article shall be applicable to acts or omissions that occurred prior to the adoption of this Article, shall continue as to any Indemnified Party who has ceased to be a director, officer, employee, fiduciary or agent of the corporation or, at the request of the corporation, was serving as and has since ceased to be a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any employee benefit plan of the corporation for which any such person served as trustee, plan administrator or other fiduciary, and shall inure to the benefit of the heirs and personal representatives of such Indemnified Party. The repeal or amendment of this Article or of any Section or provision thereof which would have the effect of limiting, qualifying or restricting any of the powers or rights of indemnification provided or permitted in this Article shall not, solely by reason of such repeal or amendment, eliminate, restrict or otherwise affect the right or power of the corporation to indemnify any person, or affect any right of indemnification of such person, with respect to any acts or omissions which occurred prior to such repeal or amendment.

Section 9.              Insurance. By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the board may deem appropriate, on behalf of any Indemnified Party against any liability asserted against him and incurred by him in his capacity of or arising out of his status ‘as an Indemnified Party, whether or not the corporation would have the power to indemnify him against such liability under applicable provisions of law.

Section 10.            Right to Impose Conditions to Indemnification. The corporation shall have the right to impose, as conditions to any indemnification provided or permitted in this Article, such reasonable requirements and conditions as to the board of directors or shareholders may appear appropriate in each specific case and circumstances, including but not limited to any one or more of the following: (a) that any counsel representing the person to be indemnified in connection with the defense or settlement of any Action shall be counsel mutually agreeable to the person to be indemnified and to the corporation; (b) that the corporation shall have the right, at its option, to assume and control the defense of settlement of any claim or proceeding made, initialed or threatened against the person to be indemnified; and (c) that the corporation shall be subrogated, to the extent of any payments made by way of indemnification, to all of the indemnified person’s right of recovery, and that the person to be indemnified shall execute all writings and (Jo everything necessary to assure such rights of subrogation to the corporation.

ARTICLE VII

MISCELLANEOUS

Section 1.              Waivers of Notice. Whenever notice is required to be given by law, by the certificate of incorporation or by these bylaws, a written waiver thereof, signed by the poison entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting or (in the caw of a shareholder) by proxy shall constitute a waiver of notice of such meeting, except when the parson attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

Section 2.              Presumption of Assent. A director or shareholder of the corporation who is present at a meeting of the board of directors or shareholders at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director or shareholder who voted in favor of such action.

Section 3.              Voting of Securities by the corporation. Unless otherwise provided by resolution of the board of directors, on behalf of the corporation the president or any vice-president shall attend in person or by substitute appointed by him, or shall execute written instruments appointing a proxy or proxies to represent the corporation at, all meetings of the-shareholders of any other corporation, association or other entity in which the corporation holds any stock or other securities, and may execute written waivers of notice with respect to any such meetings. At all such meetings and otherwise, the president or any vice-president, in person or by substitute or proxy as aforesaid, may vote the stock or other securities so held by the corporation and may execute written consents and any other instruments with respect to such stock or securities and may exorcise any and all rights and powers incident to the ownership of said stock or securities, subject, however, to the instructions, if any, of the board of directors.

Section 4.              Contracts. The board of directors may authorize one or more officers, agents or attorneys-in-fact in the name and on behalf of the corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts, agreements and other obligations or instruments of any nature and such authority may be general or confined to specific instances.

Section 5.              Seal. The corporate seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its organization and the words “Seal, Delaware”.

Section 6.              Fiscal Year. The fiscal year of the corporation shall be as established by the board of directors.

Section 7.              Applicable Law. If these bylaws are inconsistent with applicable law, that law shall control and govern.

Section 8.              Amendments. Except as limited by applicable law, these bylaws may be amended or repealed and new bylaws adopted by the board of directors or by the shareholders entitled to vote.

EX-3.17

Exhibit 3.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:23 PM 11/07/2008

FILED 02:18 PM 11/07/2008

SRV 081101095 – 4620772 FILE

STATE of DELAWARE

CERTIFICATE of INCORPORATION

A STOCK CORPORATION

· First: The name of this Corporation is AccuGear, Inc.

· Second: Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code: 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 corporations may be organized under the General Corporation Law of Delaware.

· Fourth: The amount of the total stock this Corporation is authorized to issue is 100 shares with a par value of $0.01 per share.

· Fifth: The name and address of the incorporator is as follows:

Steven R. Keyes

One Dauch Drive

Detroit, MI 48211-1198

· Sixth: The Board of Directors of the Corporation, acting by majority vote, may alter, amend or repeal the Bylaws of the Corporation.

· Seventh: Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article SEVENTH by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 7th day of November, A.D. 2008

BY:	/s/ Steven R. Keyes
NAME:  Steven R. Keyes

EX-3.18

Exhibit 3.18

ACCUGEAR, INC.

BYLAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1. Place of Meeting. Meetings of the stockholders of AccuGear, Inc. (the “Corporation”) shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2. Annual Meetings. The annual meeting of stockholders shall be held upon not less than ten nor more than sixty days written notice of the time, place and purposes of the meeting. The meeting shall be held at the time and at the place determined by the Board of Directors. At the meeting, the stockholders shall elect directors and transact any other business that properly comes before the meeting.

Section 3. Special Meetings. A special meeting of stockholders may be called for any purpose by the President or the Board of Directors. The meeting shall be held at the time and at the place determined by the President or the Board of Directors, A special meeting shall be held upon not leas than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.

Section 4. Quorum. At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law. In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5. Voting. Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1. Number, Election and removal of Directors. The number of Directors that shall constitute the Board of Directors shall not be loss than one nor more than fifteen. The first Board of Directors shall consist of four Directors that shall be;

Yogendra N. Rahangdale, Chairman

David C. Dauch

Michael K. Simonte

Norman Willemse

Thereafter, within the limits specified above, the number of Directors shall be determined by the initial Directors or by the stockholders. The Directors shall be elected by the stockholders at their annual meeting. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders. A Director may be removed with or without cause by the stockholders.

Section 2. Regular Meetings. A regular meeting of the Board of Directors shall be held without notice immediately following and at the same place as the annual stockholders’ meeting for the purpose of electing officers and conducting any other business that may come before the meeting. The Board of Directors may decide to have additional regular meetings that may be held without notice.

Section 3. Special Meetings. A special meeting of the Board of Directors may be called for any purpose at any time by the President or by two Directors. The meeting shall be held upon not less than one hour’s notice if given by telegram, orally (either by telephone or in person), or by facsimile transmission, upon not less than three days notice if given by overnight courier delivery service, or upon not less than five days notice if given by depositing the notice in the United States mail, first class postage prepaid. The notice shall be effective upon the first to occur of the following: (i) when received, (ii) when communicated in a comprehensible manner, if given orally, (iii) on the date shown on the return receipt signed on behalf of the addressee, if sent by registered or certified mail, return receipt requested, or (iv) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed. The notice shall specify the item and place, and may, but need not, specify the purposes, of the meeting.

Section 4. Action Without Meeting. The Board of Directors may act without a meeting by written consent to the action provided each member of the Board of Directors consents in writing to the action. The written consent or consents shall be filed in the minute book.

Section 5. Use of Communications Equipment. Any Director may participate in a meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting are able to hear each other.

Section 6. Quorum. The presence at a meeting of persons entitled to cast a majority of the votes of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 7. Votes Required. Any action approved by a majority of the votes of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Committees of Directors. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she

or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

WAIVERS OF NOTICE

Any notice required by these Bylaws, by the Certificate of Incorporation, or by the Delaware General Corporation Law may be waived in writing by any person entitled to notice. The waiver, or waivers, may be executed either before or after the event with respect to which the notice is waived. A Director’s or stockholder’s attendance at or participation in a meeting (i) waives objection to lack of any required notice of defective notice of the meeting unless such person at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and, in the case of a Board meeting, the Director does not thereafter vote for or assent to action taken at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter before action is taken on the matter.

ARTICLE IV

OFFICERS

The officers of the Corporation shall consist of a President and a Vice President and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors. The authority, duties and responsibilities of any officer of the Corporation may be suspended by the President with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE V

INDEMNIFICATION

To the fullest extent permitted by the Delaware General Corporation Law, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party or is threatened to be made a party be reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was

serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, join venture, trust or other enterprise.

ARTICLE VI

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by the Board of Directors.

As adopted on the 7 day of November, 2008.

EX-3.19

Exhibit 3.19

State of Indiana

Office of the Secretary of State

Certificate of Organization

of

ROCHESTER MANUFACTURING, LLC

I, CONNIE LAWSON, Secretary of State, hereby certify that Articles of Organization of the above Domestic Limited Liability Company have been presented to me at my office, accompanied by the fees prescribed by law and that the documentation presented conforms to law as prescribed by the provisions of the Indiana Business Flexibility Act.

NOW, THEREFORE, with this document I certify that said transaction will become effective Wednesday, December 21, 2016.

	In Witness Whereof, I have caused to be affixed my signature and the seal of the State of Indiana, at the City of Indianapolis, December 21, 2016
	/s/ Connie Lawson
	CONNIE LAWSON
	SECRETARY OF STATE

201612211171997 / 7461783

To ensure the certificate’s validity, go to https://bsd.sos.in.gov/PublicBusinessSearch

EX-3.20

Exhibit 3.20

APPROVED AND FILED

CONNIE LAWSON

INDIANA SECRETARY OF STATE

12/21/2016 11:49 AM

ARTICLES OF ORGANIZATION

Formed pursuant to the provisions of the Indiana Business Flexibility Act

ARTICLE I - NAME AND PRINCIPAL OFFICE ADDRESS

BUSINESS ID	201612211171997
BUSINESS TYPE	Domestic Limited Liability Company
BUSINESS NAME	ROCHESTER MANUFACTURING, LLC
PRINCIPAL OFFICE ADDRESS	2903 East Fort Wayne Ave., Rochester, IN, 46975, USA

ARTICLE II - REGISTERED OFFICE AND ADDRESS

NAME	CT CORPORATION SYSTEM
ADDRESS	150 West Market Street, Suite 800, INDIANAPOLIS, IN, 46204, USA

ARTICLE III - PERIOD OF DURATION AND EFFECTIVE DATE

PERIOD OF DURATION	Perpetual
EFFECTIVE DATE	12/21/2016

ARTICLE IV - PRINCIPAL(S)

No Principal on record.

MANAGEMENT INFORMATION

THE LLC WILL BE MANAGED BY MANAGER(S)	Yes
Single member LLC	x

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SIGNATURE

THE SIGNATOR(S) REPRESENTS THAT THE REGISTERED AGENT NAMED IN THE APPLICATION HAS CONSENTED TO THE APPOINTMENT OF REGISTERED AGENT.

THE UNDERSIGNED, DESIRING TO FORM A LIMITED LIABILITY COMPANY PURSUANT TO THE PROVISIONS OF THE INDIANA BUSINESS FLEXIBILITY ACT EXECUTES THESE ARTICLES OF ORGANIZATION.

IN WITNESS WHEREOF, THE UNDERSIGNED HEREBY VERIFIES, SUBJECT TO THE PENALTIES OF PERJURY, THAT THE STATEMENTS CONTAINED HEREIN ARE TRUE, THIS DAY December 21, 2016

SIGNATURE	F. L. Dennis Logan
TITLE	Agent

Business ID :	201612211171997
Filing No :	7461783

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EX-3.21

Exhibit 3.21

OPERATING AGREEMENT

ROCHESTER MANUFACTURING, LLC
an Indiana Limited Liability Company

THIS OPERATING AGREEMENT (this “Operating Agreement”) is made effective as of January 1, 2017 (the “Effective Date”) by and between ROCHESTER MANUFACTURING, LLC, an Indiana limited liability company (“Company”), and AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (“Member”).

ARTICLE 1

ORGANIZATION

1.1         Formation. The Company has been organized as an Indiana limited liability company under and pursuant to the Indiana Business Flexibility Act (the “Act”), by the filing of Articles of Organization (the “Articles”) as required by the Act.

1.2         Name. The name of the Company is “Rochester Manufacturing, LLC.” The Company may also conduct its business under one or more assumed names.

1.3         Purposes. The purposes of the Company are to engage in any activity for which limited liability companies may be formed under the Act. The Company shall have all the powers necessary or convenient to effectuate any purpose for which it is formed, including all powers granted by the Act.

1.4         Duration. The Company shall continue in existence for the period provided in its Articles or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Operating Agreement.

1.5         Registered Office And Resident Agent. The Registered Office and Resident Agent of the Company shall be as designated in the initial Articles or any amendment thereof. The Registered Office and/or Resident Agent may be changed from time to time. Any such change shall be made in accordance with the Act. If the Resident Agent shall ever resign, the Company shall promptly appoint a successor.

1.6         Intention For Company. The Company has been formed as a limited liability company under and pursuant to the Act. The Member specifically intends that the Company not be a partnership for state law entity purposes (including a limited partnership) or any other venture, but a limited liability company under and pursuant to the Act. No Member shall be construed to be a partner in the Company and the Articles, this Operating Agreement, and the relationships created thereby and arising therefrom shall not be construed to suggest otherwise.

ARTICLE 2

BOOKS, RECORDS AND ACCOUNTING

2.1         Books And Records. The Company shall maintain complete and accurate books and records of the Company’s business and affairs as required by the Act and such books and records shall be kept at the Company’s Registered Office.

2.2         Fiscal Year; Accounting. The Company’s fiscal year shall be the calendar year. The particular accounting methods and principles to be followed by the Company shall be selected by the Member from time to time.

2.3         Member’s Accounts. A Separate Capital Account for the Member shall be maintained by the Company. The Member’s Capital Account shall reflect the Member’s capital contributions and increases for the Member’s share of any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the losses and deductions of the Company.

ARTICLE 3

CAPITAL CONTRIBUTIONS

3.1         Contributions. No additional Member (other than an assignee of a membership interest who has been admitted as a Member) will be admitted to the Company unless he, she or it shall make the capital contribution in such form and amount as the Company deems appropriate and shall execute an Operating Agreement in a form satisfactory to the sole Member.

ARTICLE 4

ALLOCATIONS AND DISTRIBUTIONS

4.1         Distributions. The Company may make distributions of “Excess Cash Available for Distribution” that the Company has on hand, which is defined as, that cash which exceeds the current and the anticipated needs of the Company to fulfill its business purposes (including, needs for operating expenses, debt service, acquisitions, reserves, and mandatory distributions, if any) at such times and in such amounts as the Member may determine. No distribution shall be declared or made if, after giving it effect, the Company would not be able to pay its debts as they become due in the usual course of business or the Company’s total assets would be less than the sum of its total liabilities.

ARTICLE 5

MANAGEMENT

5.1         Management. The management of the Company shall be vested in the Board of Managers (the “Board”), provided however, any management action may be taken by written resolution of the Member acting in its sole discretion. The number of Managers which constitutes the Board of Managers shall be the number of Managers appointed from time to time by the Member. The affirmative vote or written consent of the Board shall be the act of the Board.

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5.2         Action Without Meeting. Any action required or permitted by this Agreement or by applicable law to be taken at a meeting of the Managers may be taken without a meeting. The action shall be evidenced by written consent describing the action taken and signed by a majority of the Managers. Such action shall be effective when a majority of the Managers sign the consent, unless the consent specifies a different effective date.

5.3         Delegation to Managers or Representatives. The Board of Managers may, from time to time, delegate to one or more persons such authority and duties as the Board may deem advisable. In addition, the Board may, from time to time, assign titles (including President, Secretary and Treasurer) to any employee or agent of the Company. Any number of titles may be held by the same person. Any delegation pursuant to this section 5.3 may be revoked, with or without cause, at any time by the Board. Any person so delegated under this section 5.3 shall not be considered a “manager” as defined in the Act. Nothing contained in this section 5.3 shall grant to any officer the authority or power to take any action requiring the agreement, consent or vote of the Board unless the same has been obtained. Persons assigned the following titles should have the authority and responsibility hereinafter described:

(a)           President. The President shall be the principal executive officer of the Company and, subject to the direction of the Board, shall in general supervise and control the day-to-day operations of the Company and to develop, implement and manage all production, development, sales and marketing activities of the Company. He or she shall have authority, subject to such rules as may be prescribed by the Board, to appoint such agents and employees of the Company as he or she shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them. Such agents and employees shall hold office at the discretion of the President. He or she shall have authority to sign, execute and acknowledge, on behalf of the Company, all documents or instruments necessary or proper to be executed in the course of the Company’s regular business, or which shall be authorized by the Board. In general, he or she shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time. In the absence of the President or in the event of the President’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the President to act personally, the Board may appoint a new President.

(b)           Executive Vice President. The Executive Vice President, subject to the ultimate executive power of the President, shall be responsible for the general and active management of the business of the Company. The Executive Vice President shall be the second principal executive officer of the Company and subject to the ultimate executive power of the President, shall in general supervise and control the day-to-day operations of the Company. The Executive Vice President also shall perform such other duties and have such other powers as the Board may from time to time prescribe.

(c)           Chief Financial Officer. The Chief Financial Officer shall be responsible for (i) managing and directing the Company’s accounting and finance functions; (ii) establishing and maintaining the Company’s accounting principles, practices, and procedures; (iii) preparation of the Company’s financial reports; and (iv) performing all of the duties incident to the office of Chief Financial Officer and such other duties as from time to time may be delegated or assigned by the President or by the Board.

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(d)           Secretary. The Secretary, if any, shall (i) be custodian of the corporate records; (ii) maintain a record of the Members of the Company, in a form that conforms to the requirements of the Act; and (iii) in general perform all duties incidental to the office of Secretary and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board.

(e)           Treasurer. The Treasurer, if any, shall (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) maintain appropriate accounting records; (iii) receive and give receipt for monies due and payable to the Company from any source whatsoever, and deposit all such monies in the name of the Company in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of this Agreement; and (iv) in general perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned by the President or by the Board.

(f)            Other Officers or Assistant Officers. The Board may appoint any person to act as an assistant to any officer, or as an agent for the Company in his or her stead, whenever for any reason it is impractical for such officer to act personally. Such assistant or acting officer or other agent shall have the power to perform all of the duties of the office to which he or she is appointed to be an assistant, or as to which he or she is appointed to act, except as such power may otherwise be defined or restricted by the Board.

(g)           Term of Officers. The term of all officers shall commence upon their election or appointment and shall continue until their respective successors are elected or appointed and qualified or until their resignation or removal. Any officer may be removed from office by the Board with or without cause or notice. An officer may resign by written notice to the Company. The resignation shall be effective upon its receipt by the Company or at a subsequent time specified in the notice of resignation. The Board shall have the power to fill any vacancies in any offices occurring for whatever reason. The officers of the Company shall receive such reasonable compensation for their services as may be fixed from time to time by the Board.

5.4         Conduct of Officers. All officers will manage and conduct his or her responsibilities for the business of the Company in accordance with all applicable laws and regulations, this Operating Agreement, and the budgets, policies and procedures of Company in effect or hereafter established by Company or the Board and will at all times act in the best interest of Company and will use his or her best efforts to achieve the business, financial, sales and marketing goals of Company.

5.5         Limitation of Authority. Notwithstanding the above, no officer or employee of the Company shall, without specific written approval of the Board, do or contract to do any of the following:

(a)           Borrow on behalf of Company;

(b)           Grant any existing customer terms which are not usually granted by the Company in the course of its ordinary business;

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(c)          Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by Company;

(d)         Sell any capital asset of Company of a value in excess of $10,000.00;

(e)          Apply or file for bankruptcy protection of the Company or any of its subsidiaries; or

(f)          Incur any expenses or fiscal commitments beyond the parameters established in the budget in effect at the time.

5.6         Indemnification. The Company shall, to the maximum extent provided by law, indemnify, defend and hold harmless the Member and the Company’s Managers, officers, employees or agents (each, an “Actor”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Actor arising out of any claim based upon acts performed or omitted to be performed by the Company, its Member, its managers, officers or any of its or their agents in connection with the business of the Company acting in such capacity, including without limitation, reasonable attorneys’ fees and costs incurred by the Actor in settlement or defense of such claims. Notwithstanding the foregoing, no Actor shall be so indemnified, defended or held harmless for claims based upon its acts or omissions in the breach of this Agreement or which constitute fraud, willful misconduct or breach of fiduciary duty to the Company or to the Member. Amounts incurred by an Actor in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company if such action or suit does arise in a matter for which indemnification is available under this section 5.6 (provided that the Company shall in all events advance expenses of defense but only if the Actor undertakes in writing to repay the advanced funds to the Company if the Actor is finally determined by a court of competent jurisdiction to not be entitled to indemnification pursuant to the provisions of this section 5.6).

ARTICLE 6

EXCULPATION OF LIABILITY; INDEMNIFICATION

6.1         Exculpation Of Liability. Unless otherwise provided by law or expressly assumed, a person who is a Member or Manager shall not be liable for the acts, debts, or liabilities of the Company.

6.2         Indemnification. Except as otherwise provided in this Article, the Company shall indemnify the Member or Manager(s) and may indemnify any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such person is or was a Member, Manager, employee or agent of the Company against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit, or proceeding, if the person acted in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such

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person’s conduct was unlawful. To the extent that a Member, Manager, employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit, or proceeding, or in defense of any claim, issue, or other matter in the action, suit, or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys’ fees, incurred by such person in connection with the action, suit, or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. Any indemnification permitted under this Article, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. In the event there is ever more than one (1) Member of this Company, this determination and evaluation shall be made by a majority vote of the then Members who are not parties or threatened to be made parties to the action, suit, or proceeding. Notwithstanding the foregoing to the contrary, no indemnification shall be provided to any Member, Manager, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled or a knowing and intentional violation of law.

ARTICLE 7

DISSOLUTION AND WINDING UP

7.1         Dissolution. The Company shall dissolve and its affairs shall be wound up on the first to occur of the following events: (a) upon the happening of any event specified in the Articles or this Operating Agreement; or (b) by the vote of the sole Member. The Company will not dissolve upon the death of the Member.

7.2         Winding Up. Upon dissolution, the Company shall cease carrying on its business and affairs and shall commence the winding up of the Company’s business and affairs and complete the winding up as soon as practicable. Upon the winding up of the Company, the assets of the Company shall be distributed first to creditors to the extent permitted by law, in satisfaction of Company debts, liabilities, and obligations and then to the Member. Such proceeds shall be paid to the Member within ninety (90) days after the date of winding up.

ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1         Terms. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular, and plural, as the identity of the person or persons, firm, or corporation may in the context require.

8.2         Article Headings. The Article headings contained in this Operating Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit, or describe the scope or intent of any provision of this Operating Agreement.

8.3         Severability. The invalidity or unenforceability of any particular provision of this Operating Agreement shall not affect the other provisions hereof, and this

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Operating Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

8.4         Amendment. This Operating Agreement may be amended or revoked at any time by a majority vote of the then Member(s).

8.5         Governing Law. This Operating Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Indiana.

IN WITNESS WHEREOF, this Operating Agreement shall be effective as of the date set forth above.

MEMBER:
AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation
Sign:	/s/ David E. Barnes
Name:	David E. Barnes
Title:	General Counsel, Secretary & CCO
COMPANY:
ROCHESTER MANUFACTURING, LLC, an Indiana limited liability company
By:	American Axle & Manufacturing, Inc., a Delaware corporation
	Sign:	/s/ David E. Barnes
	Name:	David E. Barnes
	Title:	General Counsel, Secretary & CCO

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EX-3.22

Exhibit 3.22

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:05 PM 06/09/2014
FILED 02:44 PM 06/09/2014
SRV 140812187 - 5547861 FILE

CERTIFICATE OF INCORPORATION

OF

METALDYNE HOLDINGS INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:                   The name of the corporation is Metaldyne Holdings Inc. (the “Corporation”).

SECOND:              The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:                 The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:             The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:                  The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:                  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:           In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:              The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:                 (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 9th day of June, 2014.

By:	/s/ Eric L. Schondorf
Name:		Eric L. Schondorf
Title:		Sole Incorporator

[CERTIFICATE OF INCORPORATION OF METALDYNE HOLDINGS INC.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:35 PM 06/30/2014
FILED 01:29 PM 06/30/2014
SRV 140900257 - 5547861 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

June 30, 2014

Metaldyne Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.           The name of the Corporation is Metaldyne Holdings Inc.

2.           The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Certificate of Incorporation of the Corporation by amending and restating the article thereof numbered “FIRST” so that as amended and restated such article shall be read as follows:

“FIRST: The name of the corporation is Metaldyne Performance Group Inc. (the “Corporation”).”

3.           This Certificate of Amendment of Certificate of Incorporation of the Corporation was submitted to the sole stockholder of the Corporation and was approved by the sole stockholder of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Certificate of Incorporation as of the date first written above.

METALDYNE HOLDINGS INC.
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO METALDYNE HOLDINGS INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION]

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:09 PM 08/01/2014
FILED 01:07 PM 08/01/2014
SRV 141025577 - 5547861 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

August 1, 2014

Metaldyne Performance Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.           The name of the Corporation is Metaldyne Performance Group Inc.

2.           The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Certificate of Incorporation of the Corporation by amending and restating the article thereof numbered “FOURTH” so that as amended and restated such article shall be read as follows:

“FOURTH: The total number of shares of capital stock that the Corporation shall have authority to issue is 50,000,000 shares of common stock, par value $0.001 per share.”

3.           This Certificate of Amendment of Certificate of Incorporation of the Corporation was submitted to the sole stockholder of the Corporation and was approved by the sole stockholder of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Certificate of Incorporation as of the date first written above.

METALDYNE PERFORMANCE GROUP INC.
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO METALDYNE PERFORMANCE GROUP INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION]

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:43 PM 09/23/2014
FILED 11:47 AM 09/23/2014
SRV 141209843 - 5547861 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.             The name of the corporation is METALDYNE PERFORMANCE GROUP INC.

2.             The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.             The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:		/s/ Liela Morad
		Authorized Officer
Name:			Liela Morad
	Print or Type

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:39 PM 11/18/2014
FILED 06:37 PM 11/18/2014
SRV 141427813 - 5547861 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

November 18, 2014

Metaldyne Performance Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.           The name of the Corporation is Metaldyne Performance Group Inc.

2.           The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend the Certificate of Incorporation of the Corporation by amending and restating the article thereof numbered “FOURTH” so that as amended and restated such article shall read as follows:

“FOURTH: The total number of shares of capital stock that the Corporation shall have authority to issue is 400,000,000 shares of common stock, par value $0.001 per share (“Common Stock”).

Upon effectiveness of this Certificate of Amendment of Certificate of Incorporation in accordance with the General Corporation Law of the State of Delaware (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be reclassified as and converted into 5 validly issued, fully paid and no assessable shares of Common Stock (the “New Common Stock”). Each stock certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified, provided, however, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled.”

3.           This Certificate of Amendment of Certificate of Incorporation of the Corporation was submitted to the stockholders of the Corporation and was approved by the required vote of stockholders of the Corporation in accordance with Sections 228 and 242 of the General Corporation Law of the State of Delaware.

4.           This Certificate of Amendment of Certificate of Incorporation of the Corporation shall become effective immediately upon being duly filed with the Secretary of State of the State of Delaware.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Certificate of Incorporation as of the date first written above.

METALDYNE PERFORMANCE GROUP INC.
By:	/s/ Carol Creel
Name:	Carol Creel
Title:	General Counsel and Secretary

[SIGNATURE PAGE TO METALDYNE PERFORMANCE GROUP INC. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION]

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:25 PM 12/11/2014
FILED 04:18 PM 12/11/2014
SRV 141525444 - 5547861 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF METALDYNE PERFORMANCE GROUP INC.

(Under Sections 242 and 245 of the
Delaware General Corporation Law)

Metaldyne Performance Group Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows:

FIRST. The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 9, 2014 under the name Metaldyne Holdings Inc., and the Corporation amended its Certificate of Incorporation on August 1, 2014; and further amended its Certificate of Incorporation on November 18, 2014 (as amended to date, the “Previous Certificate of Incorporation”).

SECOND. The Board of Directors of the Corporation (the “Board”) has adopted resolutions proposing to amend and restate the Previous Certificate of Incorporation, and the stockholders of the Corporation have duly approved the amendment and restatement.

THIRD. Pursuant to Sections 242 and 245 of the DGCL, this Amended and Restated Certificate of Incorporation (as the same may be further amended and/or restated from time to time, including any certificate of designations relating to any series of Preferred Stock (as defined below), this “Certificate”) restates, integrates and further amends the Previous Certificate of Incorporation of the Corporation to read in its entirety as follows:

ARTICLE I

1.1          Name. The name of the Corporation is:

Metaldyne Performance Group Inc.

ARTICLE II

2.1          Address. The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

3.1          Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation shall have all of the powers conferred on corporations by the DGCL and other applicable law.

ARTICLE IV

4.1          Authorized Shares. The total number of shares of all classes of stock that the Corporation shall have authority to issue is four hundred and ten million (410,000,000) shares, of which (i) four hundred million (400,000,000) shares shall be designated shares of common stock, par value $0.001 per share (“Common Stock”), and (ii) ten million (10,000,000) shares shall be designated shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). The number of authorized shares of Preferred Stock and Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of stock entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class or series shall be required therefor.

4.2          Common Stock. The powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock, are as follows:

(a)           Ranking. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by such rights of the holders of the Preferred Stock of any series as may be designated by the Board upon any issuance of the Preferred Stock of any series.

(b)           Voting Rights. Except as otherwise provided by law or by the resolution or resolutions providing for the issuance of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes. Notwithstanding any other provision of this Certificate to the contrary or otherwise required by DGCL or applicable law, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate (including any certificate of designations relating to any series of Preferred Stock) or pursuant to the DGCL. On each matter on which they are entitled to vote, the holders of the outstanding shares of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such stockholder.

(c)           Dividends. Subject to the rights of the holders of Preferred Stock, holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor.

(d)           Liquidation, etc. Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, and subject to the other sentence in this clause (d), in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this clause (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets.

(e)           No holder of shares of Common Stock shall have cumulative voting rights.

(f)            No holder of shares of Common Stock shall be entitled to preemptive or subscription rights pursuant to this Certificate.

4.3          Preferred Stock. The Board is hereby expressly authorized, to the fullest extent as may now or hereafter be permitted by the DGCL, by resolution or resolutions, at any time and from time to time, to provide for the issuance of a share or shares of Preferred Stock in one or more series or classes and to fix for each such series or class by filing a certificate pursuant to the DGCL (i) the number of shares constituting such series or class and the designation of such series or class, (ii) the voting powers (if any), whether full or limited, of the shares of such series or class, (iii) the powers, preferences, and relative, participating, optional or other special rights of the shares of each such series or class, and (iv) the qualifications, limitations, and restrictions thereof, and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. Without limiting the generality of the foregoing, to the fullest extent as may now or hereafter be permitted by the DGCL, the authority of the Board with respect to the Preferred Stock and any series or class thereof shall include, but not be limited to, determination of the following:

(a)           the number of shares constituting any series or class and the distinctive designation of that series or class;

(b)           the dividend rate or rates on the shares of any series or class, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative

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and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series or class;

(c)          whether any series or class shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the number of votes per share and the terms and conditions of such voting rights;

(d)         whether any series or class shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board shall determine;

(e)          whether the shares of any series or class shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f)          whether any series or class shall have a sinking fund for the redemption or purchase of shares of that series or class, and, if so, the terms and amount of such sinking fund;

(g)          the rights of the shares of any series or class in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series or class; and

(h)         any other powers, preferences, rights, qualifications, limitations, and restrictions of any series or class.

The powers, preferences and relative, participating, optional and other special rights of the shares of each series or class of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series or classes at any time outstanding. Unless otherwise provided in the resolution or resolutions providing for the issuance of such series or class of Preferred Stock, shares of Preferred Stock, regardless of series or class, which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, without designation as to series or class of Preferred Stock, and the Corporation shall have the right to reissue such shares.

4.4         Power to Sell and Purchase Shares. Subject to the requirements of applicable law, the Corporation shall have the power to issue and sell all or any part of any shares of any class of stock herein or hereafter authorized to such persons, and for such consideration and for such corporate purposes, as the Board shall from time to time, in its discretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of another class, and as otherwise permitted by law. Subject to the requirements of applicable law, the Corporation shall have the power to purchase any shares of any class of stock herein or hereafter authorized from such persons, and for such consideration and for such corporate purposes, as the Board shall from time to time, in its discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, and as otherwise permitted by law.

ARTICLE V

5.1         Powers of the Board. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon them by applicable law or by this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) or the Bylaws of the Corporation, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock).

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5.2       Number of Directors. Upon the effectiveness of this Certificate (the “Effective Time”), the total number of directors constituting the entire Board shall be eight (8). Thereafter, the total number of directors constituting the entire Board shall be such number as may be fixed from time to time exclusively by resolution of at least a majority of the Board then in office.

5.3       Classification. Subject to the terms of any one or more series or classes of Preferred Stock, and effective upon the Effective Time, the directors of the Corporation shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, as determined by a least a majority of the Board then in office. As of the Effective Time, Class I directors shall consist of three (3) directors, Class 11 directors shall consist of three (3) directors and Class III directors shall consist of two (2) directors. The Board may assign members of the Board already in office to such classes as of the Effective Time. The term of office of the initial Class I directors shall expire at the first annual meeting of the stockholders following the Effective Time; the term of office of the initial Class II directors shall expire at the second annual meeting of the stockholders following the Effective Time; and the term of office of the initial Class III directors shall expire at the third annual meeting of the stockholders following the Effective Time. At each annual meeting of stockholders, commencing with the first annual meeting of stockholders following the Effective Time, successors to the class of directors whose term expires at that annual meeting shall be elected to hold office until the third annual meeting next succeeding his or her election and until his or her respective successor shall have been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes in such a manner as the Board shall determine so as to maintain the number of directors in each class as nearly equal as possible, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

5.4       Removal of Directors. Any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.4, “cause” shall mean, with respect to any director, (i) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (ii) the engaging by such director in willful or serious misconduct that is injurious to the Corporation or (iii) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony.

5.5       Term. A director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office. A director may resign at any time upon written notice to the Corporation.

5.6       Vacancies. Subject to the terms of any one or more series or classes of Preferred Stock and the terms of the Stockholders’ Agreement, effective as of August 4, 2014, by and among the Corporation, ASP MD Investco LP and the additional signatories thereto from time to time, any vacancies in the Board for any reason and any newly created directorships resulting by reason of any increase in the number of directors shall be filled only by the Board (and not by the stockholders), acting by a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and any directors so appointed shall hold office until the next election of the class of directors to which such directors have been appointed and until their successors are duly elected and qualified.

5.7       Director Elections by Holders of Preferred Stock. Notwithstanding the foregoing, whenever the holders of any one or more series or classes of Preferred Stock shall have the right, voting separately by series or class, to elect one or more directors at an annual or special meeting of stockholders, the election, filling of vacancies, removal of directors and other features of such one or more directorships shall be governed by the terms of such one or more series or classes of Preferred Stock to the extent permitted by law.

5.8       Officers. Except as otherwise expressly delegated by resolution of the Board, the Board shall have the exclusive power and authority to appoint and remove officers of the Corporation.

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ARTICLE VI

6.1       Elections of Directors. Elections of directors need not be by written ballot except and to the extent provided in the Bylaws of the Corporation.

6.2       Advance Notice. Advance notice of nominations for the election of directors or proposals of other business to be considered by stockholders, made other than by the Board or a duly authorized committee thereof or any authorized officer of the Corporation to whom the Board or such committee shall have delegated such authority, shall be given in the manner provided in the Bylaws of the Corporation. Without limiting the generality of the foregoing, the Bylaws may require that such advance notice include such information as the Board may deem appropriate or useful.

6.3       No Stockholder Action by Consent. Subject to the terms of any one or more series or classes of Preferred Stock, from and after the time that American Securities LLC and its affiliates (collectively, “American Securities”) beneficially own (as shall be determined in accordance with Rules 13d-3 and I3d-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), less than a majority of the then outstanding shares of the Common Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders of the Corporation and may not be effected by any written consent in lieu of a meeting by such stockholders, unless the directors then in office unanimously recommend that such action be permitted to be taken by written consent of stockholders. For the avoidance of doubt, any action to be taken by the stockholders of the Corporation may be effected by written consent of American Securities in lieu of a meeting of stockholders if American Securities beneficially owns at least a majority of the then outstanding shares of Common Stock entitled to vote on the matter(s) presented at such meetings.

6.4       Postponement, Conduct and Adjournment of Meetings. Any meeting of stockholders may be postponed by action of the Board at any time in advance of such meeting. The Board shall have the power to adopt such rules and regulations for the conduct of the meetings and management of the affairs of the Corporation as they may deem proper and the power to adjourn any meeting of stockholders without a vote of the stockholders, which powers may be delegated by the Board to the Chairperson of such meeting in either such rules and regulations or pursuant to the Bylaws of the Corporation.

ARTICLE VII

7.1       Limited Liability of Directors. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no director of the Corporation shall have any personal liability to the Corporation or any of its stockholders for monetary damages for any breach of fiduciary duty as a director. If the DGCL is amended hereafter to permit the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any alteration, amendment, addition to or repeal of this Section 7.1, or adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Section 7.1, shall not adversely affect any right or protection of a director of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

7.2       Mandatory Indemnification and Advancement of Expenses. The Corporation shall indemnify and provide advancement of Expenses (as defined below) to any Indemnitee (as defined below) to the fullest extent permitted by law, as such law may be amended from time to time. In furtherance of the foregoing indemnification and advancement obligations, and without limiting the generality thereof:

(a)         Proceedings Other Than Proceedings by or in the Right of the Corporation. Any Indemnitee, by reason of his or her Corporate Status (as defined below), who is, or is threatened to be made, a party to or participant in any Proceeding (as defined below), other than a Proceeding by or in the right of the Corporation (with the approval of the Corporation’s Board), shall be indemnified against all Expenses (as defined below), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the

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Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe lndemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee 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 Indemnitee’s conduct was unlawful.

(b)         Proceedings by or in the Right of the Corporation. Any Indemnitee, by reason of his or her Corporate Status, who is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

(c)          Sponsor Directors. The Corporation hereby acknowledges that the directors that are partners or employees of American Securities (“Sponsor Directors”) have certain rights to indemnification, advancement of expenses and/or insurance provided by American Securities (the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to each Sponsor Director are primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Sponsor Director is secondary to the Corporation’s obligations), (ii) that it shall be required to advance the full amount of expenses incurred by a Sponsor Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this paragraph and the Bylaws of the Corporation from time to time (or any other agreement between the Corporation and such Sponsor Director), without regard to any rights such Sponsor Director may have against any Fund Indemnitor, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by any Fund Indemnitor on behalf of any Sponsor Director with respect to any claim for which such Sponsor Director has sought indemnification from the Corporation shall affect the foregoing and such Fund Indemnitor shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Sponsor Director against the Corporation. The Corporation and the Sponsor Directors agree that the Fund Indemnitors are express third party beneficiaries of the terms of this paragraph. Notwithstanding anything to the contrary in this Certificate or the Bylaws of the Corporation, for as long as American Securities beneficially own shares of stock of the Corporation representing at least 10% of the Corporation’s then outstanding shares entitled to vote generally in the election of directors, this Section 7.2(c) shall not be amended, altered or revised, including by merger or otherwise, without American Securities’ prior written consent.

(d)         Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article VII, to the extent that any Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If such Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 7.2 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(e)          Advancement of Expenses. Notwithstanding any other provision of this Article VII, the Corporation shall advance all Expenses incurred by or on behalf of any Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to

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or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 7.2 shall be unsecured and interest free.

7.3          Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board, provide rights to indemnification and advancement of expenses to employees and agents of the Corporation, individually or as a group, within the same scope and effect as the indemnification of its directors and officers.

7.4          Non-Exclusivity. The rights to indemnification and to the advance of expenses conferred in this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under applicable law, this Certificate, the Bylaws of the Corporation, any agreement, vote of stockholders, resolution of directors or otherwise.

7.5          Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

7.6          Exception to Rights of Indemnification and Advancement. Notwithstanding any provision in this Article VII, the Corporation shall not be obligated by this Article VII to make any indemnity or advancement in connection with any claim made against an Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by such Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Corporation or its directors, officers, employees or other indemnitees, unless (i) the Corporation has joined in or prior to its initiation the Board authorized such Proceeding (or any part of such Proceeding), (ii) the Corporation provides the indemnification or advancement, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, or (iii) the Proceeding is one to enforce such Indemnitee’s ‘rights under this Article VII or any other indemnification advancement or exculpation rights to which Indemnitee may at any time be entitled under applicable law or any agreement.

7.7               Definitions. For purposes of this Article VII:

(a)           “Corporate Status” describes the status of an individual who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Corporation or of any other Enterprise that such individual is or was serving at the request of the Corporation.

(b)           “Enterprise” shall mean the Corporation and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Corporation (or any of their wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(c)           “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Article VII, ERISA excise taxes and penalties, and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including, without limitation, reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Corporation or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any bond, supersede as bond, or other appeal bond or its

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equivalent. Expenses, however, unless otherwise approved by the Corporation, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d)           “Indemnitee” means any current or former director, including Sponsor Directors, or current or former officer of the Corporation; and

(e)           “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director, officer, employee or agent of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Article VII. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this Article VII.

7.8          Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 7.6 of this Article VII, and notwithstanding the absence of any determination thereunder, any Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 7.2 of this Article VII. The basis of such indemnification by a court shall be a determination by such court that indemnification of Indemnitee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 7.2(a) or Section 7.2(b) of this Article VII, as the case may be. The absence of any determination thereunder shall not be a defense to such application or create a presumption that Indemnitee has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 7.8 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, Indemnitee shall also be entitled to be paid the Expenses of prosecuting such application.

7.9          Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall, unless otherwise provided when authorized or ratified, 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.

7.10        Amendment of Article VII. No alteration, amendment, addition to or repeal of this Article VII, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article VII, shall adversely affect any rights to indemnification and to the advancement of expenses of a director or officer (or, as authorized by the Board pursuant to Section 7.3, of an employee or agent) of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to any acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

ARTICLE VIII

8.1          Delaware. Meetings of stockholders may be held within or outside of the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

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ARTICLE IX

9.1          Amendments to Bylaws. In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board is expressly authorized and empowered to make, alter, amend, add to or repeal any and all Bylaws of the Corporation by resolution adopted by a majority of the directors then in office. In addition, notwithstanding anything to the contrary contained in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock), the stockholders of the Corporation may make, alter, amend, add to or repeal any and all Bylaws of the Corporation or to adopt any provision inconsistent therewith, provided that such action will require the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE X

10.1        Section 203 of the DGCL. The Corporation shall not be governed by Section 203 of the DGCL.

10.2        Corporate Opportunities. To the fullest extent permitted by Section 122(17) of the DGCL and except as may be otherwise expressly agreed in writing by the Corporation and American Securities, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities, which are from time to time presented to American Securities or any of its managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person or entity shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person or entity pursues or acquires such business opportunity, directs such business opportunity to another person or entity or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Neither the alteration, amendment, addition to or repeal of this Article X, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article X, shall eliminate or reduce the effect of this Article X in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article X, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption.

10.3        Amendments to Article X. Notwithstanding anything to the contrary in this Certificate or the Bylaws of the Corporation, for as long as American Securities beneficially own shares of stock of the Corporation representing at least 10% of the Corporation’s then outstanding shares entitled to vote generally in the election of directors, this Article X shall not be amended, altered or revised, including by merger or otherwise, without American Securities’ prior written consent.

ARTICLE XI

11.1        Forum. Unless the Corporation consents in writing in advance to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum, to the fullest extent permitted by law, for (A) any derivative action or proceeding brought on behalf of the Corporation, (B) any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (C) any action asserting a claim arising pursuant to any provision of the DGCL, this Certificate (including as it may be amended from time to time), or the Bylaws, (D) any action to interpret, apply, enforce or determine the validity of the Corporation’s Certificate of Incorporation or the Bylaws, or (E) any action asserting a claim governed by the internal affairs doctrine. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

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ARTICLE XII

12.1        Amendment. The Corporation reserves the right, at any time and from time to time, to alter, amend, add to or repeal any provision contained in this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) in any manner now or hereafter prescribed by law, and all rights, preferences, privileges and powers of any nature conferred upon stockholders, directors or any other persons herein are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock), and in addition to any other vote that may be required by law, the affirmative vote of the holders of at least 66 2/3% of the voting power of the Corporation’s then outstanding shares of Common Stock shall be required to alter, amend, add to or repeal, or to adopt any provision inconsistent with, Sections 5.3, 5.4 and 5.6 of Article V, Article XI hereof or this proviso of this Article XII.

ARTICLE XIII

13.1        Severability. If any provision (or any part thereof) of this Certificate shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate including, without limitation, each portion of any section of this Certificate containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate (including, without limitation, each such containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed on its behalf this 11th day of December 2014.

Metaldyne Performance Group Inc.
By:	/s/ Carol Creel
	Name:	Carol Creel
	Title:	General Counsel and Secretary

[AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF METALDYNE PERFORMANCE GROUP INC.]

EX-3.23

Exhibit 3.23

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 08:00 AM 04/06/2017
CERTIFICATE OF MERGER	FILED 08:00 AM 04/06/2017
	SR 20172302138 - File Number 5547861

MERGING

ALPHA SPV I, INC.

WITH AND INTO

METALDYNE PERFORMANCE GROUP INC.

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), the undersigned, a corporation incorporated and existing under and by virtue of the DGCL, does hereby certify that:

FIRST:                     The name and state of incorporation of each of the constituent corporations of the merger (the “Constituent Corporations”) are as follows:

Name	State of Incorporation
Alpha SPV I, Inc.	Delaware
Metaldyne Performance Group Inc.	Delaware

SECOND: An agreement and plan of merger, dated as of November 3, 2016 (the “Merger Agreement”), by and among American Axle & Manufacturing Holdings, Inc., Alpha SPV I, Inc. (“Merger Sub”) and Metaldyne Performance Group Inc. (“MPG”), has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with the provisions of Section 251 of the DGCL.

THIRD:                    The name of the corporation surviving the merger (the “Surviving Corporation”) shall be Metaldyne Performance Group Inc.

FOURTH:                The certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law and such certificate of incorporation.

FIFTH:                     The merger of Merger Sub with and into MPG shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH:                    A copy of the Merger Agreement is on file at the principal place of business of the Surviving Corporation, the address of which is One Towne Square, Suite 550, Southfield, Michigan 48076.

SEVENTH:             A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either Constituent Corporation.

IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate of Merger to be executed in its corporate name as of this 6th day of April, 2017.

METALDYNE PERFORMANCE GROUP INC.
By:	/s/ George Thanopoulos
Name: George Thanopoulos
Title: Chief Executive Officer

[Signature Page to Certificate of Merger]

Exhibit A

See attached.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

METALDYNE PERFORMANCE GROUP INC.

ARTICLE I

· 1.1 Name. The name of this Corporation is Metaldyne Performance Group Inc.

ARTICLE II

· 2.1 Address. Its registered office in the State of Delaware is to be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code: 19801. The registered agent in charge thereof is The Corporation Trust Company.

ARTICLE III

· 3.1 Purpose. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “DGCL”).

ARTICLE IV

· 4.1 Authorized Shares. The amount of the total stock this Corporation is authorized to issue is 100 shares with a par value of $0.001 per share.

ARTICLE V

· 5.1 Amendments to Bylaws. The Board of Directors of the Corporation, acting by majority vote, may alter, amend or repeal the Bylaws of the Corporation.

ARTICLE VI

· 6.1 Limited Liability of Directors. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, no Director of the Corporation shall have any personal liability to the Corporation or any of its stockholders for monetary damages for any breach of fiduciary duty as a Director. If the DGCL is amended hereafter to permit the further elimination or limitation of the liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any alteration, amendment, addition to or repeal of this Section 6.1, or adoption of any provision of this Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Section 6.1, shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

· 6.2 Mandatory Indemnification and Advancement of Expenses. The Corporation shall indemnify and provide advancement of Expenses (as defined below) to any Indemnitee (as defined below) to the fullest extent permitted by law, as such law may be amended from time to time. In furtherance of the foregoing indemnification and advancement obligations, and without limiting the generality thereof:

(a)Proceedings Other Than Proceedings by or in the Right of the Corporation. Any Indemnitee, by reason of his or her Corporate Status (as defined below), who is, or is threatened to be made, a party to or participant in any Proceeding (as defined below), other than a Proceeding by or in the right of the Corporation (with the approval of the Corporation’s Board of Directors), shall be indemnified against all Expenses (as defined below), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of no/o contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee 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 Indemnitee’s conduct was unlawful.

(b)Proceedings by or in the Right of the Corporation. Any Indemnitee, by reason of his or her Corporate Status, who is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Corporation shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf in connection with such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation; provided, however, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been finally adjudged to be liable to the Corporation unless and to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine that such indemnification may be made.

(c)Sponsor Directors. The Corporation hereby acknowledges that any Directors (or former Directors) that are partners or employees of American Securities LLC and its affiliates (“Sponsor Directors”) have certain rights to indemnification, advancement of expenses and/or insurance provided by American Securities LLC and its affiliates (the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort i.e., its obligations to each Sponsor Director are primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Sponsor Director is secondary to the Corporation’s obligations), (ii) that it shall be required to advance the full amount of expenses incurred by a Sponsor Director and shall be liable for the full amount of all expenses, judgments,

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penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this paragraph and the Bylaws of the Corporation from time to time (or any other agreement between the Corporation and such Sponsor Director), without regard to any rights such Sponsor Director may have against any Fund Indemnitor, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by any Fund lndemnitor on behalf of any Sponsor Director with respect to any claim for which such Sponsor Director has sought indemnification from the Corporation shall affect the foregoing and such Fund Indemnitor shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Sponsor Director against the Corporation. The Corporation and the Sponsor Directors agree that the Fund Indemnitors are express third party beneficiaries of the terms of this paragraph.

(d)Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article VI, to the extent that any Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If such Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section 6.2 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

(e)Advancement of Expenses. Notwithstanding any other provision of this Article VI, the Corporation shall advance all Expenses incurred by or on behalf of any Indemnitee in connection with any Proceeding by reason of indemnitee’s Corporate Status within thirty (30) days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 6.2 shall be unsecured and interest free.

· 6.3 Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and advancement of expenses to employees and agents of the Corporation, individually or as a group, within the same scope and effect as the indemnification of its Directors and officers.

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· 6.4 Non-Exclusivity. The rights to indemnification and to the advance of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under applicable law, this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders, resolution of Directors or otherwise.

· 6.5 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a Director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

· 6.6 Exception to Rights of Indemnification and Advancement. Notwithstanding any provision in this Article VI, the Corporation shall not be obligated by this Article VI to make any indemnity or advancement in connection with any claim made against an Indemnitee in connection with any Proceeding (or any part of any Proceeding) initiated by such Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by such Indemnitee against the Corporation or its Directors, officers, employees or other indemnitees, unless (i) the Corporation has joined in or prior to its initiation the Board of Directors authorized such Proceeding (or any part of such Proceeding), (ii) the Corporation provides the indemnification or advancement, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law, or (iii) the Proceeding is one to enforce such Indemnitee’s rights under this Article VI or any other indemnification advancement or exculpation rights to which Indemnitee may at any time be entitled under applicable law or any agreement.

· 6.7 Definitions. For purposes of this Article VI:

(a)“Corporate Status” describes the status of an individual who is or was a Director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Corporation or of any other Enterprise that such individual is or was serving at the request of the Corporation.

(b)“Enterprise” shall mean the Corporation and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Corporation (or any of their wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Corporation as a Director, officer, trustee, general partner, managing member, fiduciary, employee or agent.

(c)“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the

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actual or deemed receipt of any payments under this Article VI, ERISA excise taxes and penalties, and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including, without limitation, reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Corporation or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the principal, premium, security for, and other costs relating to any bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, unless otherwise approved by the Corporation, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d)“Indemnitee” means any current or former Director, including Sponsor Directors, or current or former officer of the Corporation; and

(e)“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Corporation or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative or investigative (formal or informal) nature, including appeal therefrom, in which Indemnitee was, is, will or might be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a Director, officer, employee or agent of the Corporation, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a Director, officer, employee or agent of the Corporation, or by reason of the fact that Indemnitee is or was serving at the request of the Corporation as a Director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Article VI. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this Article VI.

· 6.8 Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 6.6 of this Article VI, and notwithstanding the absence of any determination thereunder, any Indemnitee may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 6.2 of this Article VI. The basis of such indemnification by a court shall be a determination by such court that indemnification of Indemnitee is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.2(a) or Section 6.2(b) of this Article VI, as the case may be. The absence of any determination thereunder shall not be a defense to such application or create a presumption that Indemnitee has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 6.8 shall be given to the Corporation promptly upon the

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filing of such application. If successful, in whole or in part, Indemnitee shall also be entitled to be paid the Expenses of prosecuting such application.

· 6.9 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, 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.

· 6.10. Amendment of Article VI. No alteration, amendment, addition to or repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article VI, shall adversely affect any rights to indemnification and to the advancement of expenses of a Director or officer (or, as authorized by the Board of Directors pursuant to Section 6.3, of an employee or agent) of the Corporation existing at the time of such alteration, amendment, addition to, repeal or adoption with respect to any acts or omissions occurring prior to such alteration, amendment, addition to, repeal or adoption.

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EX-3.24

Exhibit 3.24

BYLAWS
OF
METALDYNE PERFORMANCE GROUP INC.
(a Delaware corporation, the “Corporation”)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or outside the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or outside the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a)             At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)             Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration.

(a)      Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)      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 are elected and qualified or until their earlier resignation or removal.

(c)       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

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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.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or outside the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5. President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)       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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates: Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Exculpation.

(a)             Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)             To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3. Indemnification.

(a)             To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)             The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)             Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)             The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)             Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)             The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4. Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5. Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8. Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.25

Exhibit 3.25

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:06 PM 09/30/2014
FILED 05:46 PM 09/30/2014
SRV 141241091 - 5613080 FILE

CERTIFICATE OF INCORPORATION

OF

MPG HOLDCO I INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:                    The name of the corporation is MPG Holdco I Inc. (the “Corporation”).

SECOND:               The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:                   The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:               The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:                    The name and mailing address of the incorporator of the Corporation are Eric Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:                   In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:             In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:                The number of directors of the Corporation shall be fixed from time to time by the bylaws or any amendment thereof adopted by the Board of Directors.

NINTH:                   (a)  A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director

shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)  The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 30th day of September, 2014.

By:	/s/ Eric Schondorf
Name:		Eric Schondorf
Title:		Sole Incorporator

[CERTIFICATE OF INCORPORATION OF MPG HOLDCO I INC.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 05:33 PM 10/15/2014
FILED 05:14 PM 10/15/2014
SRV 141297709 - 5613080 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.             The name of the corporation is MPG HOLDCO I INC.

2.             The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.             The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.26

Exhibit 3.26

BYLAWS
OF
MPG HOLDCO I INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.  Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.  Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.  Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.  Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.  Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.  Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.  Voting; Proxies; Required Vote.

(a)        At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)        Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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SECTION 8.  Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.  General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.  Qualification; Number; Term; Remuneration.

(a)        Each director shall be at least 18 years of age. 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 entire Board shall be eight, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)        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 are elected and qualified or until their earlier resignation or removal.

(c)        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

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compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 3.  Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.  Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.  Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.  Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.  Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.  Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.  Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.  Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or

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all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.  Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.  Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.  Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.  Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.  Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.  Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.  Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer, and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.  Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.  Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.  Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.  President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.  Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.  Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.  Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.  Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.  Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.  Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.  Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)        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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION I.  Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.  Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.  Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.  Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.  Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, such other person so designated by said primary financial officer or by a Treasurer.

SECTION 2.  Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.  Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.  Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.      Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’

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fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.      Exculpation.

(a)        Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)        To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.      Indemnification.

(a)        To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party

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purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)        The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)        Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)        The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other persons against any liability which may be asserted against, or expense which may be incurred by, any such person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such person against such liabilities under the provisions of these Bylaws.

(e)        Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such Proceeding and the related claim.

(f)         The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, agreement, bylaw,

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vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be a manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.      Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.      Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.      Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their

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official capacities and as to action in another capacity while holding such office, (ii) continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.      Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.      Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.27

Exhibit 3.27

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:32 PM 09/17/2009

FILED 01:21 PM 09/17/2009

SRV 090863069 - 4731793 FILE

CERTIFICATE OF FORMATION

OF

METALDYNE BSM, LLC

This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.     Name. The name of the limited liability company is Metaldyne BSM, LLC (the “Company”).

2.     Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

EX-3.28

Exhibit 3.28

EXECUTION COPY

METALDYNE BSM, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT
Dated as of September 17, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE BSM, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

ARTICLE I
DEFINITIONS

1.1          Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne BSM, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation., by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1          Formation. On September 17, 2009, the Company, under the name “Metaldyne BSM, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2          Name. The name of the Company is “Metaldyne BSM, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3          Registered Office; Registered Agent Principal Office: Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4          Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any • purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5          Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6          No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venture with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment

2.7          Capital Contributions.

(a)        Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)        No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)        No interest shall be paid by the Company on capital contributions.

(d)        A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1          Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2          Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1          Management Authority.

(a)           Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)           The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)           The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)           Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)           A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)            The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)           At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)           Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)            The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion, The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)            When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2            Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3            Indemnification.

(a)           Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and “expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)           Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)           Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4            Transfer of Company Interest

(a)      No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)      Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)       If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)      A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)       If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5            Member Rights; Meetings.

(a)      No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)      Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)       Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)      Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6            Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

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4.7            Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group” (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers,. as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1            Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)         The determination of a Majority in Interest to dissolve the Company;

(b)         The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)          The entry of a decree of judicial dissolution under Section 18-802 of the Act.

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Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2            Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3            Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)         First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)         Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)          Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4            Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1            Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1            Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2            Certificates.

(a)             Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)             The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)        makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)       requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)      if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)     satisfies any other reasonable requirements imposed by the Board.

(c)             Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1            Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2            Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1            Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2            Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3            Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4            Governing Law, Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5            Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6            Complete Agreement: Headings. Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7            Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8            Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Liability Company Agreement to be signed as of the date first above written.

METALDYNE SINTERFORGED PRODUCTS, LLC
By:	/s/ Shary Moalemzadeh
Name:	Shary Moalemzadeh
Its:	Vice President and Secretary

[Signature Page to Metaldyne BSM, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
Metaldyne SinterForged Products, LLC c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.29

Exhibit 3.29

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:33 PM 09/17/2009
FILED 01:23 PM 09/17/2009
SRV 090863081 - 4731796 FILE

CERTIFICATE OF FORMATION

OF

METALDYNE M&A BLUFFTON, LLC

This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.  The name of the limited liability company is Metaldyne M&A Bluffton, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

EX-3.30

Exhibit 3.30

EXECUTION COPY

METALDYNE M&A BLUFFTON, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 17, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE M&A BLUFFTON, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

ARTICLE I

DEFINITIONS

1.1Certain Definitions.  As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne M&A Bluffton, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation.  On September 17, 2009, the Company, under the name “Metaldyne M&A Bluffton, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Metaldyne M&A Bluffton, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1Management Authority.

(a)Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)The removal froth the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18-305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Member Rights: Meetings.

(a)No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date”. and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

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4.7Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners Ii, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of a Majority in Interest to dissolve the Company;

(b)The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act

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Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Board.

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement; Headings. Counterparts.    This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Liability Company Agreement to be signed as of the date first above written.

METALDYNE SINTERFORGED PRODUCTS, LLC
By:	/s/ Shary Moalemzadeh
Name: Shary Moalemzadeh
Its: Vice President and Secretary

[Signature Page to Metaldyne M&A Bluffton, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
Metaldyne SinterForged Products, LLC c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.31

Exhibit 3.31

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:31 PM 09/17/2009

FILED 01:15 PM 09/17/2009

SRV 090863028 - 4731786 FILE

CERTIFICATE OF INCORPORATION

OF

METALDYNE POWERTRAIN COMPONENTS, INC.

ARTICLE ONE

The name of the Corporation is Metaldyne Powertrain Components, Inc.

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of capital stock that the Corporation has authority to issue is 1,000 shares of Common Stock, par value $0.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Cindy Oberdorff	300 North LaSalle Street Chicago, Illinois 60654

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or outside of the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation 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. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE TEN

The Corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TWELVE

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

*****

I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 17th day of September, 2009.

/s/ Cindy Oberdorff

Cindy Oberdorff, Sole Incorporator

EX-3.32

Exhibit 3.32

BY-LAWS

OF

METALDYNE POWERTRAIN COMPONENTS, INC.

A Delaware corporation

(Adopted as of September 17, 2009)

ARTICLE I

OFFICES

Section 1Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware, County of New Castle. The name of the corporation’s registered agent at such address shall be The Corporation Trust Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2Other 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

MEETINGS OF STOCKHOLDERS

Section 1Annual Meetings. At least one meeting of the stockholders shall be held each year for the purpose of electing directors and conducting any business as may come before the meeting. The date, time and place, if any, and/or the means of remote communication, of such meeting shall be determined by the president of the corporation; provided, however, that if the president does not act, the board of directors shall determine the date, time and place, if any, and/or the means of remote communication, of such meeting. No annual meeting of stockholders need be held if not required by the corporation’s certificate of incorporation or by the General Corporation Law of the State of Delaware.

Section 2Special Meetings. Special meetings of stockholders may be called for any purpose (including, without limitation, the filling of board vacancies and newly created directorships) and may be held at such time and place, within or without the State of Delaware, and/or by means of remote communication, as shall be stated in a written notice of meeting or in a duly executed waiver of notice thereof. Such meetings may be called at any time by the board of directors or the president and shall be called by the president upon the written request of holders of shares entitled to cast not less than fifty percent of the votes at the meeting, which written request shall state the purpose or purposes of the meeting and shall be delivered to the president. The date, time and place, if any, and/or remote communication, of any special meeting of the stockholders shall be determined by the president of the corporation; provided, however, that if the president does not act, the board of directors shall determine the date, time and place, if any, and/or the means of remote communication, of such meeting. On such written

request, the president shall fix a date and time for such meeting within two days after receipt of a request for such meeting in such written request.

Section 3Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, and/or by means of remote communication, as the place of meeting for any meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4Notice. Whenever stockholders are required or permitted to take any action at a meeting, written or printed notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally, by mail, by facsimile or by electronic mail, by or at the direction of the board of directors, the president or the secretary, and such notice shall be deemed to be delivered (i) upon confirmation of receipt if sent by facsimile, electronic mail or personal delivery or (ii) three (3) days after being deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the corporation. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any such consent shall be deemed revoked if (1) the corporation is unable to deliver by electronic transmission two consecutive notices given by the corporation in accordance with such consent and (2) such inability becomes known to the secretary or an assistant secretary of the corporation or to the transfer agent. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends 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 5Stockholders List. The officer who has charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, 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, for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, and/or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. If the meeting is to be held at a place, then the list shall 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. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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Section 6Quorum. The holders of a majority of issued and outstanding shares of capital stock, entitled to vote thereon, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the corporation’s certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a quorum is once present to commence a meeting of stockholders, it is not broken by the subsequent withdrawal of any stockholders or their proxies.

Section 7Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 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 8Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the corporation’s certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the corporation’s certificate of incorporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of voting common stock held by such stockholder.

Section 10Proxies. 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 such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the 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. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

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Section 11Action by Written Consent. Unless otherwise provided in the corporation’s certificate of incorporation, any action required to be taken at any regular or special meeting of stockholders of the corporation, or any action which may be taken at any regular or special meeting of such 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 and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of 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 and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested or by reputable overnight courier service. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days after the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. 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 who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used; provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

Section 12Action by Telegram, Cablegram or Other Electronic Transmission Consent A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section; provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (A) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (B) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of 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 if, to the extent and in the manner provided by resolution of the board of directors of the corporation.

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ARTICLE III
DIRECTORS

Section 1General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2Number, Election and Term of Office. The number of directors which shall constitute the first board shall be four (4). Thereafter, the number of directors shall be established from time to time by the board of directors. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.

Section 4Vacancies. Except as otherwise provided in the corporation’s certificate of incorporation, board 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. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Notwithstanding the foregoing, any such vacancy shall automatically reduce the authorized number of directors pro tanto, until such time as the holders of outstanding shares of capital stock who are entitled to elect the director whose office is vacant shall have exercised their right to elect a director to fill such vacancy, whereupon the authorized number of directors shall be automatically increased pro tanto. Each director so chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5Meetings and Notice. Regular meetings of the board of directors may be held without notice at such time and at such place, if any, as shall from time to time be determined by resolution of the board of directors and promptly communicated to all directors then in office, provided that the directors shall meet at least once per year. Special meetings of the board of directors may be called by or at the request of the president on at least 24 hours notice to each director, either personally, by telephone, by mail and/or by facsimile or electronic transmission. In like manner and on like notice, the president must call a special meeting on the written request of at least two of the directors promptly after receipt of such request.

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Section 6Quorum, Required Vote and Adjournment. A majority of the total number of authorized directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. 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. Except as otherwise required by the corporation’s certificate of incorporation, each director shall be entitled to one vote.

Section 7Committees. 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, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation, except as otherwise limited by law. The board of directors 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. 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. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 8Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. Unless otherwise provided in such a resolution, the presence of a majority of the members of the committee then in office shall be necessary to constitute a quorum. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 7 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 9Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 10Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting, except when such member attends 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. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

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Section 11Action by Written Consent. Unless otherwise restricted by the corporation’s certificate of incorporation, 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 or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

ARTICLE IV
OFFICERS

Section 1Number. The officers of the corporation shall be elected by the board of directors and may consist of a chairman of the board, a president or chief executive officer (the “president”), one or more vice-presidents, a chief financial officer, a secretary, a treasurer, and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2Election and Term of Office. The officers of the corporation shall be elected at any meeting of the board of directors. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

Section 5Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6Chairman of the Board. The chairman of the board, if one is appointed, shall have the powers and perform the duties incident to that position. Subject to the powers of the board of directors, the chairman of the board shall be in the general and active charge of the entire business and affairs of the corporation. The chairman of the board shall preside at all meetings of the board of directors and at all meetings of the stockholders and shall have such other powers and perform such other duties as may be prescribed by the board of directors or provided in these by-laws. Whenever the president is unable to serve, by reason of sickness,

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absence or otherwise, the chairman of the board shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 7The President. The president, if one is appointed, shall be the chief executive officer of the corporation; shall preside at all meetings of the stockholders and board of directors at which he or she is present; subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts which the board of directors have authorized to be executed, 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. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws. If there is no chief executive officer, the president shall also have the duties of the chief executive officer as prescribed above.

Section 8Chief Financial Officer. The chief financial officer, if one is appointed, shall, under the direction of the chief executive officer (or, in the absence of a chief executive officer, the president), be responsible for all financial and accounting matters and for the direction of the offices of treasurer and controller. The chief financial officer shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or the board of directors or as may be provided in these by-laws.

Section 9Vice-presidents. The vice-president, if one is appointed, or if there shall be more than one, the vice-presidents in the order determined by the board of directors or by the president, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president) or these by-laws may, from time to time, prescribe.

Section 10Secretary and Assistant Secretaries. The secretary, if one is appointed, shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the chief executive officer’s (or, in the absence of a chief executive officer, the president’s) supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law, shall have such powers and perform such duties as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president) or these by-laws may, from time to time, prescribe, and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her 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 or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors,

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shall, in the absence or disability of the secretary, 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, the chief executive officer ((or, in the absence of a chief executive officer, the president), president or secretary may, from time to time, prescribe.

Section 11Treasurer and Assistant Treasurer. The treasurer, if one is appointed, shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the chief executive officer (or, in the absence of a chief executive officer, the president), the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the treasurer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of treasurer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the treasurer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors, the chief executive officer (or, in the absence of a chief executive officer, the president), the president or treasurer may, from time to time, prescribe.

Section 12Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 13Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of

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the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so, unless prohibited from doing so by the General Corporation Law of the State of Delaware, 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 said law permitted the corporation to provide prior to such amendment) against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided that, except as provided in Section 2 hereof, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 2Procedure for Indemnification of Directors and Officers. Any indemnification of a director or officer of the corporation provided for under Section 1 of this Article V or advance of expenses provided for under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director or officer. If a determination by the corporation that the director or officer is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within 60 days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation wrongfully denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not properly made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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Section 3Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the corporation’s certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation 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 or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition (provided that, if such person is or was an executive of the corporation or its subsidiaries, such advancement will be made unless otherwise determined by the board of directors in the specific case) upon receipt of an undertaking by or on behalf of the director or officer or other person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified, and may be advanced expenses, to the extent authorized at any time or from time to time by the board of directors.

Section 7Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect. Such contract right shall vest for each director and officer at the time such person is elected or appointed to such position, and no repeal or modification of this Article V or any such law shall affect any such vested rights or obligations then existing with respect to any state of facts or proceeding arising after such election or appointment.

Section 8Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation,

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partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1Form. 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 chief executive officer, president or a vice-president and the secretary or an assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of any such chief executive officer, president, vice-president, secretary, or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously 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 or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

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Section 3Fixing a Record Date for Stockholder Meetings. 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 is 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 the close of business on the next day 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 that the board of directors may fix a new record date for the adjourned meeting.

Section 4Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, 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 date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of 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 or by facsimile or electronic mail, with confirmation of receipt. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes 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 is 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.

Section 6Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner. The corporation shall not be bound to recognize any equitable or other

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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. Notwithstanding the foregoing, any lender shall be entitled to enforce any interest pledged to it under any financing documentation without restriction or limitation.

Section 7Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the corporation’s 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 corporation’s certificate of incorporation. 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 any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof.

Section 3Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the board of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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Section 5Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6Corporate Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation 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.

Section 7Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

Section 9Corporate Opportunities. Each of the corporation and each of the stockholders acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the corporation and any of its subsidiaries or areas in which the corporation or any of its subsidiaries may in the future engage in business) and in related businesses other than through the corporation or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the corporation or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the corporation or its subsidiaries, or such Investor Group member’s service on the board of directors of the corporation or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the corporation nor any other stockholder shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the corporation even if such opportunity is of a character which, if presented to the corporation, could be undertaken by the corporation, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the corporation and its affiliates from time to time on

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terms approved by the board of directors of the corporation and its affiliates. Each of the corporation and the stockholders hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 9 of this Article VII. Without limiting the foregoing, each stockholder hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the corporation or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

Section 10Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 11Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the corporation’s certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII
AMENDMENTS

Other than Article V, these by-laws may be amended, altered, or repealed and new bylaws adopted at any meeting of the board of directors by a majority vote. Article V hereof may be amended, altered, or repealed at any meeting of the board of directors only by a unanimous vote (or unanimous written consent in lieu thereof). The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.33

Exhibit 3.33

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:32 PM 09/17/2009

FILED 01:20 PM 09/17/2009

SRV 090863056 - 4731791 FILE

CERTIFICATE OF FORMATION

OF

METALDYNE SINTERED RIDGWAY, LLC

This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is Metaldyne Sintered Ridgway, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

EX-3.34

Exhibit 3.34

EXECUTION COPY

METALDYNE SINTERED RIDGWAY, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 17, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE SINTERED RIDGWAY, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below..

ARTICLE I

DEFINITIONS

1.1Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq. , as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne Sintered Ridgway, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation. On September 17, 2009, the Company, under the name “Metaldyne Sintered Ridgway, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Metaldyne Sintered Ridgway, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1Management Authority.

(a)Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18-305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Member Rights; Meetings.

(a)No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

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4.7Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of a Majority in Interest to dissolve the Company;

(b)The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

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Except as otherwise set forth in this Article V, the Member(s) intend for, the Company to have perpetual existence.

5.2Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Board.

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement; Headings, Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Liability Company Agreement to be signed as of the date first above written.

METALDYNE SINTERFORGED PRODUCTS, LLC
By:	/s/ Shary Moalemzadeh
Name:	Shary Moalemzadeh
Its:	Vice President and Secretary

[Signature Page to Metaldyne Sintered Ridgway, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
Metaldyne SinterForged Products, LLC c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.35

Exhibit 3.35

State of Delaware
Secretary of State
Division of Corporations
 Delivered 01:31 PM 09/17/2009
FILED 01:12 PM 09/17/2009
SRV 090863007 - 4731783 FILE

CERTIFICATE OF FORMATION

OF

METALDYNE SINTERFORGED PRODUCTS, LLC

This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name.The name of the limited liability company is Metaldyne SinterForged Products, LLC (the “Company”).

2.Registered Office and Registered Agent.  The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

EX-3.36

Exhibit 3.36

EXECUTION COPY

METALDYNE SINTERFORGED PRODUCTS, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 17, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE SINTERFORGED PRODUCTS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

ARTICLE I

DEFINITIONS

1.1Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne SinterForged Products, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation. On September 17, 2009, the Company, under the name “Metaldyne SinterForged Products, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Metaldyne SinterForged Products, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1Management Authority.

(a)Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18-305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Member Rights; Meetings.

(a)No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

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4.7Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of a Majority in Interest to dissolve the Company;

(b)The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

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Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Board.

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement; Headings, Counterparts.This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Liability Company Agreement to be signed as of the date first above written.

METALDYNE, LLC
By:	/s/ Shary Moalemzadeh
Name: Shary Moalemzadeh
Its: Vice President and Secretary

[Signature Page to Metaldyne SinterForged Products, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
Metaldyne, LLC	1,000	$	10.00
c/o The Carlyle Group
520 Madison Avenue, 39th Floor
New York, New York 10022

EX-3.37

Exhibit 3.37

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:16 PM 10/02/2009

FILED 06:09 PM 10/02/2009

SRV 090907412 - 4738153 FILE

CERTIFICATE OF FORMATION

OF

PUNCHCRAFT MACHINING AND TOOLING, LLC

This Certificate of Formation is being executed as of October 2, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is Punchcraft Machining and Tooling, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

EX-3.38

Exhibit 3.38

EXECUTION COPY

PUNCHCRAFT MACHINING AND TOOLING, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of October 2, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
PUNCHCRAFT MACHINING AND TOOLING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of October 2, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

ARTICLE I

DEFINITIONS

1.1Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject. .

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Punchcraft Machining and Tooling, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation. On October 2, 2009, the Company, under the name “Punchcraft Machining and Tooling, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Punchcraft Machining and Tooling, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3Registered Office; Registered Agent: Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1Management Authority.

(a)Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18-305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Member Rights; Meetings.

(a)No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder.

(c)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

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4.7Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of a Majority in Interest to dissolve the Company;

(b)The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

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Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Board.

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement; Headings, Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this limited Liability Company Agreement to be signed as of the date first above written.

METALDYNE POWERTRAIN COMPONENTS, INC.
By:	/s/ Shary Moalemzadeh
Name:	Shary Moalemzadeh
Its:	Vice President and Secretary

[Signature Page - Metaldyne Punchcraft Machining and Tooling, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL  CONTRIBUTION
Metaldyne Powertrain Components, Inc. c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.39

Exhibit 3.39

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:08 PM 07/21/2009

FILED 04:04 PM 07/21/2009

SRV 090715679 - 4711859 FILE

CERTIFICATE OF FORMATION

OF

HHI POWERTRAIN, LLC

Pursuant to 6 Del. C. § 18-201

1.The name of the limited liability company is HHI Powertrain, LLC.

2.The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 21st day of July, 2009.

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:37 PM 08/11/2009

FILED 12:34 PM 08/11/2009

SRV 090769432 - 4711859 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

HHI POWERTRAIN, LLC

1.The name of the limited liability company is HHI Powertrain, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is HH1 Finance, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 11th day of August, 2009.

HHI POWERTRAIN, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

 Delivered 03:30 PM 08/12/2009

FILED 03:21 PM 08/12/2009

SRV 090774171 - 4711859 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

HHI FINANCE, LLC

1.The name of the limited liability company is HHI Finance, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is HHI Funding, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 12th day of August, 2009.

HHI FINANCE, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

 Delivered 10:00 AM 09/30/2009

FILED 09:57 AM 09/30/2009

SRV 090896272 - 4711859 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

HHI FUNDING, LLC

1.The name of the limited liability company is HHI Funding, LLC.

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

The name of the limited liability company is HHI FormTech, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 30th day of September, 2009.

HHI FUNDING, LLC

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

EX-3.40

Exhibit 3.40

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FUNDING, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of August 12, 2009 of HHI Funding, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on July 21, 2009, and, as of such date, the name of the Company was HHI Powertrain, LLC;

WHEREAS, the Company changed its name to HHI Funding, LLC pursuant to that Certificate of Amendment filed with the Secretary of State of Delaware on August 12, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “HHI Funding, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on July 21, 2009 by executing, delivering and filing the Certificate of Formation with the Secretary of State of the State of Delaware on such date in accordance with and pursuant to the Act.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Tax Status. It is intended that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be

2

entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V

GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

Hephaestus Holdings, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of HHI Funding, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HEPHAESTUS HOLDINGS, LLC	39475 13 Mile Road, Suite 105,	1,000
	Novi, Michigan 48377

A-1

EX-3.41

Exhibit 3.41

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
HHI FORMTECH, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 30, 2009 of HHI FormTech, LLC, a Delaware limited liability company (the “Company”), is made by HHI FormTech Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on July 21, 2009, and, as of such date, the name of the Company was HHI Powertrain, LLC;

WHEREAS, the Company changed its name to HHI Funding, LLC pursuant to that Certificate of Amendment filed with the Secretary of State of Delaware on August 12, 2009 and Hephaestus Holdings, LLC, a Delaware limited liability company (“Hephaestus Holdings”), the sole member of the Company at that time executed that certain Limited Liability Company Agreement of HHI Funding, LLC dated as of same date (the “Old Agreement”);

WHEREAS, the Company changed its name to HHI FormTech, LLC pursuant to that Certificate of Amendment filed with the Secretary of State of Delaware on September 30, 2009 and Hephaestus Holdings contributed all of the membership interests of the Company it owned to the Managing Member; and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “HHI FormTech, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on July 21, 2009. The Member hereby agrees that the person that executed and filed the Certificate of Formation of the Company, and all amendments thereto, was and is an

“authorized person” within the meaning of the Act, and that the Certificate of Formation, as amended and as filed by such authorized person, is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of equity securities of the company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the

2

Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and

3

discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V
GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORMTECH HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI FORMTECH HOLDINGS, LLC	39475 THIRTEEN MILE ROAD, SUITE 105 NOVI, MI 48377	1,000

A-1

EX-3.42

Exhibit 3.42

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT
OF
HHI FORMTECH, LLC

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI FormTech, LLC, a Delaware limited liability company (the “Company”), is made by HHI FormTech Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on July 21, 2009, and, as of such date, the name of the Company was HHI Powertrain, LLC;

WHEREAS, the Company changed its name to HHI Funding, LLC pursuant to that Certificate of Amendment filed with the Secretary of State of Delaware on August 12, 2009 and Hephaestus Holdings, LLC, a Delaware limited liability company (“Hephaestus Holdings”), the sole member of the Company at that time executed that certain Limited Liability Company Agreement of HHI Funding, LLC dated as of same date (the “August Agreement”);

WHEREAS, the Company changed its name to HHI FormTech, LLC pursuant to that Certificate of Amendment filed with the Secretary of State of Delaware on September 30, 2009, Hephaestus Holdings contributed all of the membership interests of the Company it owned to the Managing Member and the Managing Member executed that certain Amended and Restated Limited Liability Company Agreement of the Company dated as of the same date (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “HHI FormTech, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on July 21, 2009. The Member hereby agrees that the person that executed. and filed the Certificate of Formation of the Company, and all amendments thereto, was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation, as amended and as filed by such authorized person, is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital Contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

2

ARTICLE III
MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions

3

as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

4

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

5

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORMTECH HOLDINGS, LLC

By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Second Amended and Restated Limited Liability Company Agreement of HHI FormTech, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI FormTech Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.43

Exhibit 3.43

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:05 PM 08/30/2005

FILED 03:53 PM 08/30/2005

SRV 050714594 – 4023068 FILE

CERTIFICATE OF INCORPORATION

of

NEW JERNBERG INDUSTRIES, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.             Name. The name of the corporation is “New Jernberg Industries, Inc.” (the “Corporation”).

2.             Address; Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.             Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.             Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.             Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Ndidi A. Oriji, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.

6.             Election of Directors. Unless and except to the extent that the Bylaws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.             Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.             Indemnification.

8.1          Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a

2

director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2          Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent

3

required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3          Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4          Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5          Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by

4

any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6          Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7          Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.             Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.          Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

Michael Psaros

200 Park Avenue

New York, NY 10166

5

11.          Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 30th day of August, 2005.

By:	/s/ Ndidi A. Oriji
	Name:	Ndidi A. Oriji
	Title:	Incorporator

6

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:59 PM 09/08/2005

FILED 07:59 PM 09/08/2005

SRV 050738788 – 4023068 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NEW JERNBERG INDUSTRIES, INC.

Pursuant to Section 242 of the General
Corporation Law of the State of Delaware

NEW JERNBERG INDUSTRIES, INC., a Delaware corporation (the “Corporation”), does hereby certify as follows:

FIRST: Section 1 of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

I. Name. The name of the Corporation is “Jernberg Industries, Inc.”

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned has caused this Certificate to be duly executed in its corporate name this 8th day of September, 2005.

NEW JERNBERG INDUSTRIES, INC.
By:	/s/ Michael Psaros
	Name:  Michael Psaros
	Title:  Officer – President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:44 PM 01/05/2009

FILED 03:44 PM 01/05/2009

SRV 090005160 – 4023068 FILE

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A

LIIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is August 30, 2005.

4.The name of the Corporation immediately prior to filing this Certificate is: Jernberg Industries, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: Jernberg Industries, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

JERNBERG INDUSTRICES, INC.
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:44 PM 01/05/2009

FILED 03:44 PM 01/05/2009

SRV 090005160 – 4023068 FILE

CERTIFICATE OF FORMATION
OF

JERNBERG INDUSTRIES, LLC

Pursuant to 6 Del. C. § 18-201

I.             The name of the limited liability company is Jernberg Industries, LLC.

2.             The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.             The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 09/23/2014

FILED 03:42 PM 09/23/2014

SRV 141209767 – 4023068 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is JERNBERG INDUSTRIES, LLC.

2.           The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
Print or Type

EX-3.44

Exhibit 3.44

LIMITED LIABILITY COMPANY AGREEMENT
OF

JERNBERG INDUSTRIES, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Jernberg Industries, LLC, a Delaware limited liability company (the “Company”), is made by Jernberg Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “Jernberg Industries, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V
GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above,

Jernberg Holdings, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of Jernberg Industries, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
JERNBERG HOLDINGS, LLC	328 West 40th Place, Chicago, IL 60609	1,000

A-1

EX-3.45

Exhibit 3.45

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF

JERNBERG INDUSTRIES, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Jernberg Industries, LLC, a Delaware limited liability company (the “Company”), is made by Jernberg Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters;

NOW, THEREFORE, consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing: Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “Jernberg Industries, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office: Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a

place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall he separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of

2

the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing it duties under this Agreement, the Managing Member shall not owe or have any fiduciary or Other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1.Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

3

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member arc set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment-and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

JERNBERG HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Jernberg Industries, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Jernberg Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.46

Exhibit 3.46

State of Delaware

Secretary of State

Division of Corporations
Delivered 11:50 AM 06/12/2006

FILED 11:44 AM 06/12/2006
SRV 060563583 – 4173201 FILE

CERTIFICATE OF INCORPORATION

of

IMPACT FORGE GROUP, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.Name. The name of the corporation is “Impact Forge Group, Inc.” (the “Corporation”).

2.Address; Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Michael L. Whitchurch, Jenner & Block, LLP, One IBM Plaza, Chicago, Illinois 60611.

6.Election of Directors. Unless and except to the extent that the By-laws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be

personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.Indemnification.

8.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the

2

fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may

3

have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

4

Michael Psaros

200 Park Avenue

New York, NY 10166

11.Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 12th day of June, 2006.

By:	/s/ Michael L. Whitchurch
	Name:	Michael L. Whitchurch
	Title:	Incorporator

5

State of Delaware

Secretary of State

Division of Corporations
Delivered 03:43 PM 01/05/2009

FILED 03:43 PM 01/05/2009

SRV 090005169 – 4173201 FILE

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is June 12, 2006.

4.The name of the Corporation immediately prior to filing this Certificate is: Impact Forge Group, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: Impact Forge Group, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

IMPACT FORGE GROUP, INC.
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Executive Vice President

State of Delaware

Secretary of State

Division of Corporations
Delivered 03:43 PM 01/05/2009

FILED 03:43 PM 01/05/2009

SRV 090005169 – 4173201 FILE

CERTIFICATE OF FORMATION
OF

IMPACT FORGE GROUP, LLC

Pursuant to 6 Del. C. § 18-201

1.The name of the limited liability company is Impact Forge Group, LLC.

2.The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Executive Vice President

State of Delaware

Secretary of State

Division of Corporations
Delivered 03:42 PM 09/23/2014

FILED 11:43 AM 09/23/2014

SRV 141209795 – 4173201 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is IMPACT FORGE GROUP, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.47

Exhibit 3.47

LIMITED LIABILITY COMPANY AGREEMENT
OF

IMPACT FORGE GROUP, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Impact Forge Group, LLC, a Delaware limited liability company (the “Company”), is made by Impact Forge Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “Impact Forge Group, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

3

ARTICLE V
GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

Impact Forge Holdings, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of Impact Forge Group, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
IMPACT FORGE HOLDINGS, LLC	2805 Norcross Drive, Columbus, Indiana 47202	1,000

A-1

EX-3.48

Exhibit 3.48

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
IMPACT FORGE GROUP, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Impact Forge Group, LLC, a Delaware limited liability company (the “Company”), is made by Impact Forge Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “Impact Forge Group, LLC” or such other name as maybe determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a

place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records: there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed:

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of

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the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company,

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall procced diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

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(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V
MEMBERSHIP INTERESTS

5.1Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member arc set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI
GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*****

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IN WITNESS WHEREOF, the Member has executed this Agreement of the date first set forth above.

IMPACT FORGE HOLDINGS, LLC

By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Impact Forge Group, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Impact Forge Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.49

Exhibit 3.49

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:26 PM 08/24/2012

FILED 12:19 PM 08/24/2012

SRV 120968724 – 5203406 FILE

CERTIFICATE OF INCORPORATION

OF

ASP HHI HOLDINGS, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:The name of the corporation is ASP HHI Holdings, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24th day of August, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP HHI HOLDINGS, INC.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:05 PM 10/04/2012
FILED 12:04 PM 10/04/2012
SRV 121098947 – 5203406 FILE

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ASP HHI HOLDINGS, INC.

October 4, 2012

ASP Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1.The name of the Corporation is ASP HHI Holdings, Inc.

2.The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law (“DGCL”), adopted resolutions to amend the Certificate of Incorporation of the Corporation by amending and restating Article FOURTH in its entirety as follows:

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 100,000,000 shares of common stock, par value $0.001 per share.

3.This Certificate of Amendment of Certificate of Incorporation of the Corporation was submitted to the sole stockholder of the Corporation and was approved by the sole stockholder of the Corporation in accordance with Sections 228 and 242 of the DGCL.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment of Certificate of Incorporation as of the date first written above.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Vice President & Secretary

[CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION — ASP HHI HOLDINGS, INC.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:48 PM 08/04/2014
FILED 03:48 PM 08/04/2014
SRV 141032073 – 5203406 FILE

CERTIFICATE OF MERGER
OF
HHI MERGER SUB, INC.
WITH AND INTO
ASP HHI HOLDINGS, INC.
Under Section 251 of the General Corporation Law
of the State of Delaware

August 4, 2014

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), ASP HHI Holdings, Inc., a Delaware corporation (the “Company”), in connection with the merger of HHI Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), with and into the Company (the “Merger”), hereby certifies as follows:

FIRST: The names and states of incorporation of the constituent corporations to the Merger (the “Constituent Corporations”) are:

Name	State of Incorporation
ASP HHI Holdings, Inc.	Delaware
HHI Merger Sub, Inc.	Delaware

SECOND: An Agreement and Plan of Merger, dated as of July 31, 2014, (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Metaldyne Performance Group Inc., a Delaware corporation, Grede Merger Sub, LLC, a Delaware limited liability company, Metaldyne Merger Sub, Inc., a Delaware corporation, the Merger Sub, ASP Grede Intermediate Holdings LLC, a Delaware limited liability company, ASP MD Holdings, Inc., a Delaware corporation, the Company, and solely for purposes of Section 7.03 of the Merger Agreement, ASP Grede Holdings LLC, a Delaware limited liability company, has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with Sections 228 and 251 of the DGCL.

THIRD: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation is “ASP HHI Holdings, Inc.” (the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of the Surviving Corporation in effect immediately prior to the Merger shall be amended and restated to read as set forth on Annex A hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: An executed copy of the Merger Agreement is on file at the office of the Surviving Corporation c/o American Securities LLC, at 299 Park Avenue, 34th Floor, New York, NY 10171. A copy of the Merger Agreement shall be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of the date first written above.

ASP HHI HOLDINGS, INC.
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO CERTIFICATE OF MERGER]

Annex A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ASP HHI HOLDINGS, INC.

FIRST:The name of the corporation is ASP HHI Holdings, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 10,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 1.0171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:40 PM 09/23/2014
FILED 03:40 PM 09/23/2014
SRV 141209622 – 5203406 FILE

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP HHI HOLDINGS, INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of  New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.50

Exhibit 3.50

BYLAWS
OF
ASP HHI HOLDINGS, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine

SECTION 2.Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3.Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.         Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.         Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.         Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.         Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.         Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.         Exculpation.

(a)           Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)           To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.         Indemnification.

(a)           To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)           The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)           Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)           The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)           Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)            The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.         Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.         Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.         Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.         Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.         Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.51

Exhibit 3.51

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:27 PM 08/24/2012
FILED 12:16 PM 08/24/2012
SRV 120968698 - 5203400 FILE

CERTIFICATE OF INCORPORATION
OF
ASP HHI INTERMEDIATE HOLDINGS, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:The name of the corporation is ASP HHI Intermediate Holdings, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24th day of August, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP HHI INTERMEDIATE HOLDINGS, INC.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:40 PM 09/23/2014

FILED 03:40 PM 09/23/2014

SRV 141209679 - 5203400 FILE

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP HHI INTERMEDIATE HOLDINGS, INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
Print or Type

EX-3.52

Exhibit 3.52

BYLAWS
OF
ASP HHI INTERMEDIATE HOLDINGS, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a)                 At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)                 Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration.

(a)                 Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)                 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 are elected and qualified or until their earlier resignation or removal.

(c)                  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

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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.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5. President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)                   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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3. Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4. Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5. Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8. Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.53

Exhibit 3.53

State of Delaware

Secretary of State

Division of Corporations
Delivered 12:27 PM 08/24/2012

FILED 12:17 PM 08/24/2012
SRV 120968710 - 5203405 FILE

CERTIFICATE OF INCORPORATION

OF

ASP HHI INTERMEDIATE HOLDINGS II, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:           The name of the corporation is ASP HHI Intermediate Holdings II, Inc. (the “Corporation”).

SECOND:      The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:         The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:     The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:          The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH           In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:   In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:      The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:         (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the Jaw, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24th day of August, 2012.

By:	/s/ Eric L. Schondorf
Name:  Eric L. Schondorf
Title:  Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP HHI INTERMEDIATE HOLDINGS II, INC.]

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.             The name of the corporation is ASP HHI INTERMEDIATE HOLDINGS II, INC.

2.             The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.             The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:40 PM 09/23/2014

FILED 03:40 PM 09/23/2014

SRV 141209688 - 5203405 FILE

EX-3.54

Exhibit 3.54

BYLAWS
OF
ASP HHI INTERMEDIATE HOLDINGS II, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine

SECTION 2. Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3. Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4. Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5. Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6. Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7. Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8. Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1. General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2. Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3. Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4. Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5. Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8. Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9. Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1. Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2. Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3. Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4. Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1. Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2. Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3. Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4. Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5. President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6. Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7. Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8. Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9. Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1. Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2. Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3. Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1. Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2. Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3. Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4. Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2. Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4. Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1. Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2. Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3. Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4. Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5. Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6. Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7. Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8. Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.55

Exhibit 3.55

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:28 PM 08/24/2012

FILED 12:13 PM 08/24/2012

SRV 120968678 - 5203397 FILE

CERTIFICATE OF INCORPORATION
OF
ASP HH1 ACQUISITION CO., INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:The name of the corporation is ASP HHI Acquisition Co., Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH: In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 24th day of August, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP HHI ACQUISITION CO., INC.]

State of Delaware
Secretary of State
Division of Corporations
Delivered 04:55 PM 10/05/2012
FILED 04:50 PM 10/05/2012
SRV 121105315 - 5203397 FILE

CERTIFICATE OF MERGER
OF
HHI INTERMEDIATE GROUP HOLDINGS, LLC
(a Delaware limited liability company)

WITH AND INTO

ASP HHI ACQUISITION CO., INC.
(a Delaware corporation)

Pursuant to Section 18-209 of the Delaware Limited Liability Company Act (the “DLLCA”), ASP HHI Acquisition Co., Inc., a Delaware corporation (“ASP”), does hereby certify to the following facts relating to the merger of HHI Intermediate Group Holdings, LLC, a Delaware limited liability company (“HHI”), with and into ASP (the “Merger”):

FIRST: The name and jurisdiction of formation or incorporation of each constituent entity which is a party to the Merger is as follows:

Name	Jurisdiction
HHI Intermediate Group Holdings, LLC	Delaware
ASP HHI Acquisition Co., Inc.	Delaware

SECOND: An Agreement and Plan of Merger, dated as of October 5, 2012, by and between ASP and HHI (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, certified, executed and acknowledged by ASP and HHI in accordance with Section 18-209 of the DLLCA and Section 264(c) of the General Corporation Law of the State of Delaware (the “DGCL”).

THIRD: The name of the surviving corporation (the “Surviving Corporation”) is ASP HHI Acquisition Co., Inc.

FOURTH: The certificate of incorporation of ASP as now in force and effect, shall continue to be the certificate of incorporation of the Surviving Corporation until amended and changed pursuant to the provisions of the DGCL.

FIFTH: The Merger shall become effective upon the filing of this Certificate of Merger in the Office of the Secretary of State of the State of Delaware.

SIXTH: The full text of the executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, the address of which is as follows:

ASP HHI Acquisition Co., Inc.
299 Park Avenue, 34th Floor
New York, NY 10171

SEVENTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any member of HHI or any stockholder of ASP.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, this Certificate of Merger is hereby executed as of this 5th day of October, 2012.

ASP HHI ACQUISITION CO., INC.
By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Vice President and Secretary

[CERTIFICATE OF MERGER]

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:41 PM 09/23/2014
FILED 03:41 PM 09/23/2014
SRV 141209723 - 5203397 FILE

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP HHI ACQUISITION CO., INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (Street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.56

Exhibit 3.56

BYLAWS
OF
ASP HHI ACQUISITION CO., INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3.Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.57

Exhibit 3.57

State of Delaware

Secretary of State

Division of Corporations
Delivered 01:29 PM 04/24/2008

FILED 01:29 PM 04/24/2008
SRV 080467641 - 4538520 FILE

CERTIFICATE OF FORMATION

OF

FORGING HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.The name of the limited liability company is Forging Holdings, LLC.

2.The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 24th day of April, 2008.

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

State of Delaware

Secretary of State

Division of Corporations
Delivered 02:05 PM 10/03/2014

FILED 01:00 PM 10/03/2014

SRV 141255242 - 4538520 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is FORGING HOLDINGS, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY AGREEMENT
OF
FORGING HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 24, 2008 of Forging Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on April 24, 2008; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “Forging Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

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3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V
GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

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5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*         *         *         *         *

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI Holdings, LLC
By:	KPS Special Situations Fund II, L.P., its sole member
By:		/s/ Michael Psaros
Name:		Michael Psaros
Title:		Managing Member of KPS Investors II GP, LLC, as General Partner of KPS Investors II, LP, as General Partner of KPS Special Situations Fund II, L.P.

Signature Page to the LLC Agreement

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI HOLDINGS, LLC	200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166	1,000

A-1

EX-3.59

Exhibit 3.59

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
FORGING HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Forging Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability Company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on April 24, 2008;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on April 24, 2008 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in Consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I
ORGANIZATION

1.1Name and Term. The name of the Company is “Forging Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The

principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II
FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute; as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III
MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

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3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV
DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to Wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V
MEMBERSHIP INTERESTS

5.1Membership Interests. The name of notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI
GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*       *       *       *       *

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI HOLDINGS, LLC

By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Forging Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Holdings, LLC	2727 W. 14 Mile Road	1,000
	Royal Oak, MI 48073

A-1

EX-3.60

Exhibit 3.60

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:05 PM 08/30/2005

FILED 03:49 PM 08/30/2005

SRV 050714561 - 4023055 FILE

CERTIFICATE OF INCORPORATION

of

HEPHAESTUS HOLDINGS, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.Name. The name of the corporation is “Hephaestus Holdings, Inc.” (the “Corporation”).

2.Address: Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Ndidi A. Oriji, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.

6.Election of Directors. Unless and except to the extent that the By-laws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.Indemnification.

8.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a

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director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent

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required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by

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any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

Michael Psaros

200 Park Avenue

New York, NY 10166

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11.Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 30th day of August, 2005.

By:	/s/ Ndidi A. Oriji
	Name: Ndidi A. Oriji
	Title: Incorporator

6

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:31 PM 10/02/2006

FILED 05:31 PM 10/02/2006

SRV 060906203 - 4023055 FILE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HEPHAESTUS HOLDINGS, INC.

(Pursuant to Sections 242 and 245 of the
DGCL of the State of Delaware)

Hephaestus Holdings, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”),

DOES HEREBY CERTIFY:

FIRST: That the name of this corporation is Hephaestus Holdings, Inc. and that this corporation was originally incorporated pursuant to the DGCL on August 30, 2005 under the name Hephaestus Holdings, Inc.

SECOND: That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is Hephaestus Holdings, Inc. (the “Corporation”).

ARTICLE II

The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

The total number of shares of all classes of stock that the Corporation shall have authority to issue is: (i) One Hundred Thousand (100,000) shares of common stock, par value $0.01 per share (“Common Stock”), which shall consist of (A) Ninety-Nine Thousand Three Hundred and Five (99,305) shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”) and (B) Six Hundred and Ninety-Five (695) shares of Class B common stock, par value

$0.01 per share (“Class B Common Stock”) and (ii) Ten Thousand (10,000) shares of preferred stock, par value $0.01 per share (“Preferred Stock”).

Upon the effective date of this Amended and Restated Certificate of Incorporation (the “Effective Date”), each share of common stock, par value $0.01 per share, of the Corporation outstanding immediately prior to the Effective Date shall automatically, and without any action by the holder thereof, be reclassified, converted and changed into ten (10) shares of Class A Common Stock.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.COMMON STOCK

1.General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein and as may be designated by resolution of the Board of Directors of the Corporation (the “Board of Directors”) with respect to any series of Preferred Stock as authorized herein.

2.Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held on matters the holders of Common Stock are entitled to vote, voting together as a single class, at all meetings of stockholders (and written actions in lieu of meetings); provided, however, that, except as otherwise required by the DGCL, holders of Common Stock, as such, shall not be entitled to vote on any amendment to the Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected Series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the DGCL. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation).

3.Distributions. At the time of each distribution by the Corporation to the holders of Common Stock, such distribution shall be made to the holders of Class A Common Stock and Class B Common Stock in the following amounts and priority:

(a)first, the holders of Class A Common Stock, as a separate class, shall be entitled to receive all or a portion of such distribution (ratably among such holders based upon the number of shares of Class A Common Stock held by each such holder as of the record date for determining holders entitled to such distribution) until such time as the holders of Class A Common Stock, as a separate class, shall have received distributions in an aggregate amount equal to Four Million Dollars ($4,000,000) (the “Distribution Preference”), and no distribution or

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any portion thereof shall be made under Section 3(b) below until the Distribution Preference has been paid in full to the holders of Class A Common Stock; and

(b)second, after the Distribution Preference has been paid in full to the holders of Class A Common Stock, the holders of Class A Common Stock and Class B Common Stock, as a single class, shall be entitled to receive the remaining portion of such distributions (ratably among such holders based upon the number of shares of Class A Common Stock and Class B Common Stock held by each such holder as of the record date for determining holders entitled to such distribution).

4.Automatic Conversion of Class B Common Stock.

(a)Immediately following receipt of the Distribution Preference by the holders of the Class A Common Stock (the time immediately following such receipt is referred to herein as the “Automatic Conversion Time”), each outstanding share of Class B Common Stock shall automatically, and without any action by the holder thereof, be converted into one (1) share of Class A Common Stock.

(b)All holders of record of shares of Class B Common Stock shall be sent written notice of the Automatic Conversion Time. Such notice need not be sent in advance of the, occurrence of the Automatic Conversion Time. Upon receipt of such notice, each holder of shares of Class B Common Stock shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Class B Common Stock converted pursuant to this Section 4 of Article IV(A), including the rights, if any, to receive notices and vote (other than as a holder of Class A Common Stock), will terminate at the Automatic Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender the certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section 4 of Article IV(A). As soon as practicable after the Automatic Conversion Time and the surrender of the certificate or certificates (or lost certificate affidavit and agreement) for Class B Common Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of shares of Class A Common Stock issuable on such conversion in accordance with the provisions hereof. Such converted Class B Common Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Class B Common Stock accordingly.

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B.PREFERRED STOCK

1.Issuance and Reissuance. The Corporation may issue Preferred Stock from time to time in one or more series, each of such series to consist of such number of shares and to have such terms, rights, powers and preferences, and the qualifications and limitations with respect thereto, as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

2.Blank Check Preferred Stock. Subject to any vote expressly required by the Certificate of Incorporation, authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, and subject to the rights of any series of Preferred Stock then outstanding, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.

ARTICLE V

Subject to any additional vote required by the Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE VI

Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation 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 Bylaws of the Corporation.

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ARTICLE IX

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this Article IX to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

Any repeal or modification of the foregoing provisions of this Article IX by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE X

The following indemnification provisions shall apply to the persons enumerated below.

A.The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or is threatened to be made a party 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, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article X, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

B.The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Article Tenth or otherwise.

C.If a claim for indemnification or advancement of expenses under this Article X is not paid in full within thirty (30) calendar days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the

5

expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D.The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorney’s fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors.

E.The Corporation may pay the expenses (including attorney’s fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors.

F.The rights conferred on any person by this Article X shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of this certificate of incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

G.The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise shall be reduced by any amount such person may collect as indemnification from such other Corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

H.The Board of Directors may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance: (1) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article X; and (2) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article X.

I.Any repeal or modification of the foregoing provisions of this Article X shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

6

ARTICLE XI

The Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, (A) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (B) any holder of Common Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.

****

7

IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 2nd day of October, 2006.

/s/ George Thanopoulos

George Thanopoulos

President and Chief Executive Officer

8

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005125 - 4023055 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.         The jurisdiction what the Corporation filet formed is Delaware.

2.         The jurisdiction immediately prior to filing this Certificate is Delaware.

3.         The date the Corporation first formed is August 30, 2005.

4.         The name of the Corporation immediately prior to filing this Certificate is: Hephaestus Holdings, Inc.

5.         The name of the Limited Liability Company as set forth in the Certificate of Formation is: Hephaestus Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

HEPHAESTUS HOLDINGS, INC.
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005125 - 4023055 FILE

CERTIFICATE OF FORMATION
OF

HEPHAESTUS HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.         The name of the limited liability company is Hephaestus Holdings, LLC.

2.         The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.         The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005125 - 4023055 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.             The jurisdiction where the Corporation first formed is Delaware.

2.             The jurisdiction immediately prior to filing this Certificate is Delaware.

3.             The date the Corporation first formed is August 30, 2005.

4.             The name of the Corporation immediately prior to filing this Certificate is: Hephaestus Holdings, Inc.

5.             The name of the Limited Liability Company as set forth in the Certificate of Formation is: Hephaestus Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

HEPHAESTUS HOLDINGS, INC.
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:41 PM 09/23/2014

FILED 03:41 PM 09/23/2014

SRV 141209745 - 4023055 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is HEPHAESTUS HOLDINGS, LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY

By:	Liela Morad
	Authorized Person
Name:	Liela Morad
Print or Type

EX-3.61

Exhibit 3.61

LIMITED LIABILITY COMPANY AGREEMENT

OF

HEPHAESTUS HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Hephaestus Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Forging Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “Hephaestus Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING: BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

3

ARTICLE V

GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*       *       *       *       *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

Forging Holdings, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of Hephaestus Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
FORGING HOLDINGS, LLC	c/o KPS Special Situations Funds, 200 Park Avenue, 58th Floor, New York, NY 10166	1,000

A-1

EX-3.62

Exhibit 3.62

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HEPHAESTUS HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Hephaestus Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Forging Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Hephaestus Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a

place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of

2

the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

3

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in ‘‘registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

* * * * *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

FORGING HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Hephaestus Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Forging Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.63

Exhibit 3.63

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:12 PM 09/23/2009

FILED 06:10 PM 09/23/2009

SRV 090880035 - 4733613 FILE

CERTIFICATE OF FORMATION

OF

HHI FORMTECH HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.             The name of the limited liability company is HHI Form Tech Holdings, LLC.

2.             The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

3.             The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 23rd day of September, 2009.

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

EX-3.64

Exhibit 3.64

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FORMTECH HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of September 30, 2009 of HHI FormTech Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on September 23, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “HHI FormTech Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the Act on September 23, 2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING: BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. The name of, notice address for, and number of equity securities of the company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

2

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

GENERAL PROVISIONS

5.1             Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

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5.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*          *          *          *          *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HEPHAESTUS HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Limited Liability Company Agreement

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HEPHAESTUS HOLDINGS, LLC	39475 THIRTEEN MILE ROAD, SUITE 105 NOVI, MI 48377	1,000

A-1

EX-3.65

Exhibit 3.65

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FORMTECH HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI FormTech Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on September 23, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on September 30, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “HHI FormTech Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on September 23, 2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need

not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company sha11 end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

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3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V

MEMBERSHIP INTERESTS

5.1Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*          *          *          *          *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HEPHAESTUS HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of HHI FormTech Holdings, LLC

5

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Hephaestus Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.66

Exhibit 3.66

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:05 PM 08/30/2005

FILED 03:51 PM 08/30/2005

SRV 050714574 - 4023058 FILE

CERTIFICATE OF INCORPORATION

of

HEPHAESTUS INTERMEDIATE HOLDINGS, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.Name. The name of the corporation is “Hephaestus Intermediate Holdings, Inc.” (the “Corporation”).

2.Address: Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Ndidi A. Oriji, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.

6.Election of Directors. Unless and except to the extent that the Bylaws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.Indemnification.

8.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a

2

director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent

3

required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by

4

any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

Michael Psaros

200 Park Avenue

New York, NY 10166

5

11.Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 30th day of August, 2005.

By:		/s/Ndidi A. Oriji
	Name:	Ndidi A. Oriji
	Title:	Incorporator

6

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:07 PM 03/28/2008

FILED 07:03 PM 03/28/2008

SRV 080371957 - 4023058 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

HEPHAESTUS INTERMEDIATE HOLDINGS, INC.

The undersigned, being a duly elected officer of Hephaestus Intermediate Holdings, 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 Article 1 of the Certificate of Incorporation be and it hereby is amended to read as follows:

“Name. The name of the Corporation is HHI Forging, Inc. (the “Corporation”).”

SECOND: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: That this Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment as of this 28th day of March , 2008.

HEPHAESTUS INTERMEDIATE HOLDINGS, INC.
a Delaware corporation
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005112 - 4023058 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is August 30, 2005.

4.The name of the Corporation immediately prior to filing this Certificate is: HHI Forging, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: HHI Forging, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5thday of January. 2009.

HHI FORGING, INC.
By:	/s/ Michael Johnson
Name: Michael Johnson
Title: Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005112 - 4023058 FILE

CERTIFICATE OF FORMATION

OF

HHI FORGING, LLC

Pursuant to 6 Del, C.§ 28-201

1.The name of the limited liability company is HHI Forging, LLC.

2.The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005112 - 4023058 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is August 30, 2005.

4.The name of the Corporation immediately prior to filing this Certificate is: HHI Forging, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: HHI Forging, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5thday of January. 2009.

HHI FORGING, INC.
By:	/s/ Michael Johnson
Name: Michael Johnson
Title: Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 01/05/2009

FILED 03:42 PM 01/05/2009

SRV 090005112 - 4023058 FILE

CERTIFICATE OF FORMATION

OF

HHI FORGING, LLC

Pursuant to 6 Del, C.§ 28-201

1.The name of the limited liability company is HHI Forging, LLC.

2.The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:41 PM 09/23/2014

FILED 03:41 PM 09/23/2014

SRV 141209752 - 4023058 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is HHI FORGING, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is Changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.67

Exhibit 3.67

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FORGING, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of HHI Forging, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “HHI Forging, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

3

ARTICLE V

GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*         *         *         *         *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

Hephaestus Holdings, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of HHI Forging, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HEPHAESTUS HOLDINGS, LLC	39475 13 Mile Road, Suite 105, Novi, Michigan 48377	1,000

A-1

EX-3.68

Exhibit 3.68

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI FORGING, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI Forging, LLC, a Delaware limited liability company (the “Company”), is made by Hephaestus Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “HHI Forging, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The

principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the

2

business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for Contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

3

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

* * * * *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HEPHAESTUS HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of HHI Forging, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Hephaestus Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.69

Exhibit 3.69

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:41 PM 10/30/2009

FILED 01:36 PM 10/30/2009

SRV 090978852 - 4748001 FILE

CERTIFICATE OF FORMATION

OF

GEARING HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.             The name of the limited liability company is Gearing Holdings, LLC.

2.             The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

3.             The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of October, 2009.

/s/ Daniel R. Gross

Daniel R. Gross

Authorized Person

EX-3.70

Exhibit 3.70

LIMITED LIABILITY COMPANY AGREEMENT

OF

GEARING HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 30, 2009 of Gearing Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on October 30, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Gearing Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the Act on October 30,2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. The name of, notice address for, and number of equity securities of the company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

2

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

GENERAL PROVISIONS

5.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

3

5.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

* * * * *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to LLC Agreement

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI HOLDINGS, LLC	200 PARK AVENUE, 58TH FLOOR NEW YORK, NY 10166	1,000

A-1

EX-3.71

Exhibit 3.71

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

GEARING HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Gearing Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on October 30, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on October 30, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Gearing Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the Act on October 30,2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3          Registered Office; Registered Agent; Principal Office: Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to

time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

2

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

3

ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

* * * * *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of Gearing Holdings, LLC

SCHEDULE A

UNITS

Name	NOTICE ADDRESS	NUMBER OF UNITS
HHI Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.72

Exhibit 3.72

CERTIFICATE OF FORMATION

OF

CLOYES GEAR HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.             The name of the limited liability company is Cloyes Gear Holdings, LLC.

2.             The address of the registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is The Corporation Trust Company.

3.             The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 30th day of October, 2009.

/s/ Daniel R. Gross

Daniel R. Gross

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:41 PM 10/30/2009

FILED 01:38 PM 10/30/2009

SRV 090978857 - 4748006 FILE

EX-3.73

Exhibit 3.73

LIMITED LIABILITY COMPANY AGREEMENT

OF

CLOYES GEAR HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of October 30, 2009 of Cloyes Gear Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Gearing Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on October 30, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Cloyes Gear Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the Act on October 30, 2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. The name of, notice address for, and number of equity securities of the company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

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3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

GENERAL PROVISIONS

5.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

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5.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

GEARING HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to LLC Agreement

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
GEARING HOLDINGS, LLC	39475 THIRTEEN MILE ROAD, SUITE 105 NOVI, MI 48377	1,000

A-1

EX-3.74

Exhibit 3.74

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

CLOYES GEAR HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Cloyes Gear Holdings, LLC, a Delaware limited liability company (the “Company”), is made by Gearing Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on October 30, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on October 30, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Cloyes Gear Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the Act on October 30, 2009. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need

not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

2

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

GEARING HOLDINGS, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to Amended and Restated Limited Liability Company Agreement of Cloyes Gear Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
GEARING Holdings, LLC	2727 W. 14 Road Royal Oak, MI 48073	1,000

A-1

EX-3.75

Exhibit 3.75

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:05 PM 08/30/2005

FILED 03:52 PM 08/30/2005

SRV 050714583 – 4023065 FILE

CERTIFICATE OF INCORPORATION

of

JERNBERG HOLDINGS, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.             Name. The name of the corporation is “Jernberg Holdings, Inc.” (the “Corporation”).

2.             Address; Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.             Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.             Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.             Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Ndidi A. Oriji, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019-6064.

6.             Election of Directors. Unless and except to the extent that the Bylaws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.             Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.Indemnification.

8.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a

2

director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the Covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2          Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent

3

required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3          Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4          Nonexclusivitv of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the By-laws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5          Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by

4

any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6          Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7          Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.             Adoption. Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.          Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

Michael Psaros

200 Park Avenue

New York, NY 10166

5

11.          Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 30th day of August, 2005.

By:		/s/ Ndidi A. Oriji
	Name:	Ndidi A. Oriji
	Title:	Incorporator

6

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:43 PM 01/05/2009

FILED 03:43 PM 01/05/2009

SRV 090005154 – 4023065 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is August 30, 2005.

4.The name of the Corporation immediately prior to filing Certificate is: Jernberg Holdings, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: Jernberg Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5th day of January, 2009.

JERNBERG HOLDINGS, INC.
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:43 PM 01/05/2009

FILED 03:43 PM 01/05/2009

SRV 090005154 – 4023065 FILE

CERTIFICATE OF FORMATION

OF

JERNBERG HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.             The name of the limited liability company is Jernberg Holdings, LLC.

2.             The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.             The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:41 PM 09/23/2014

FILED 03:41 PM 09/23/2014

SRV 141209761 – 4023065 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is JERNBERG HOLDINGS, LLC .

2.             The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person

Name:	Liela Morad
	Print or Type

EX-3.76

Exhibit 3.76

LIMITED LIABILITY COMPANY AGREEMENT

OF

JERNBERG HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Jernberg Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Jernberg Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

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ARTICLE V

GENERAL PROVISIONS

5.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI Forging, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of Jernberg Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI FORGING LLC	39475 13 Mile Road, Suite 105, Novi, Michigan 48377	1,000

A-1

EX-3.77

Exhibit 3.77

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

JERNBERG HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Jernberg Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “Jernberg Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

l.2            Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The

principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the

2

business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

3

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISlONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORGING, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Jernberg Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Forging, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.78

Exhibit 3.78

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:50 AM 06/12/2006

FILED 11:46 AM 06/12/2006

SRV 060563590 – 4173202 FILE

CERTIFICATE OF INCORPORATION

of

IMPACT FORGE HOLDINGS, INC.

The undersigned incorporator, in order to form a corporation under the General Corporation Law of the State of Delaware (the “General Corporation Law”), certifies as follows:

1.             Name. The name of the corporation is “Impact Forge Holdings, Inc.” (the “Corporation”).

2.             Address; Registered Office and Agent. The address of the Corporation’s registered office is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901; and the name of its registered agent at such address is National Corporate Research, Ltd.

3.             Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

4.             Number of Shares. The total number of shares of stock that the Corporation shall have authority to issue is: One Thousand (1,000), all of which shall be shares of Common Stock of the par value of One penny ($0.01) each.

5.             Name and Mailing Address of Incorporator. The name and mailing address of the incorporator is: Michael L. Whitchurch, Jenner & Block, LLP, One IBM Plaza, Chicago, Illinois 60611.

6.             Election of Directors. Unless and except to the extent that the By-laws of the Corporation (the “By-laws”) shall so require, the election of directors of the Corporation need not be by written ballot.

7.             Limitation of Liability. To the fullest extent permitted under the General Corporation Law, as amended from time to time, no director of the Corporation shall be

personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Any amendment, repeal or modification of the foregoing provision shall not adversely affect any right or protection of a director of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, repeal or modification.

8.Indemnification.

8.1Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a “Covered Person”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity (an “Other Entity”), including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 8.3, the Corporation shall be required to indemnify a Covered Person in connection with a Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the covered Person was authorized by the Board of Directors of the Corporation (the “Board”). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, no Covered Person shall be indemnified in any Proceeding by reason of the

2

fact that he or she, or a person for whom he or she is a legal representative, is or was a director or officer of any entity other than the Corporation, including, without limitation, any predecessor entity thereof, or while a director or officer of any such entity was serving at the request of any such entity as a director, officer, employee or agent of an Other Entity, including service with respect to employee benefit plans, against liability and loss suffered and expenses (including attorneys’ fees) incurred by such Covered Person.

8.2          Prepayment of Expenses. The Corporation shall pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article 8 or otherwise.

8.3          Claims. If a claim for indemnification or advancement of expenses under this Article 8 is not paid in full within 30 days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

8.4          Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 8 shall not be exclusive of any other rights that such Covered Person may

3

have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

8.5          Other Sources. The Corporation’s obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of an Other Entity shall be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such Other Entity.

8.6          Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article 8 shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification.

8.7          Other Indemnification and Prepayment of Expenses. This Article 8 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

9.             Adoption, Amendment and/or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to make, alter and repeal the By-laws, subject to the power of the stockholders of the Corporation to alter or repeal any By-law whether adopted by them or otherwise.

10.          Powers of Incorporator. The powers of the incorporator are to terminate upon the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware. The name and mailing address of the person who is to serve as the initial director of the Corporation, or until successors are duly elected and qualified, is:

4

Michael Psaros

200 Park Avenue

New York, NY 10166

11.          Certificate Amendments. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the rights reserved in this article.

WITNESS the signature of this Certificate of Incorporation this 12th day of June, 2006.

By:	/s/ Michael L. Whitchurch
	Name:	Michael L. Whitchurch
	Title:	Incorporator

5

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:45 PM 01/05/2009

FILED 03:45 PM 01/05/2009

SRV 090005184 – 4173202 FILE

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the Corporation first formed is June 12, 2006.

4.The name of the Corporation immediately prior to filing this Certificate is: Impact Forge Holdings, Inc.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is: Impact Forge Holdings, LLC.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 5thday of January, 2009.

IMPACT FORGE HOLDINGS, INC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:45 PM 01/05/2009

FILED 03:45 PM 01/05/2009

SRV 090005184 – 4113202 FILE

CERTIFICATE OF FORMATION

OF

IMPACT FORGE HOLDINGS, LLC

Pursuant to 6 Del. C. § J 8-201

1.             The name of the limited liability company is Impact Forge Holdings, LLC.

2.             The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.             The term of the limited liability company shall be perpetual,

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 5th day of January, 2009.

/s/ Michael Johnson

Michael Johnson

Chief Financial Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 9/23/2014

FILED 03:42 PM 09/23/2014

SRV 141209771 – 4173202 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is IMPACT FORGE HOLDINGS, LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY .

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.79

Exhibit 3.79

LIMITED LIABILITY COMPANY AGREEMENT

OF

IMPACT FORGE HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of January 5, 2009 of Impact Forge Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was concurrently herewith converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009; and

WHEREAS, the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “HHI Forging, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on the date hereof in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. The name of, notice address for, and number of Units held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or

2

convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

3

ARTICLE V

GENERAL PROVISIONS

5.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

5.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI Forging, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the LLC Agreement of Impact Forge Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI FORGING, LLC	39475 13 Mile Road, Suite 105, Novi, Michigan 48377	1,000

A-1

EX-3.80

Exhibit 3.80

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

IMPACT FORGE HOLDINGS, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of Impact Forge Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Forging, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was converted (the “Conversion”) from a Delaware corporation to a Delaware limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “LLC Act”) and the General Corporation Law of the State of Delaware, as amended (the “DGCL”), on January 5, 2009;

WHEREAS, the sole Member of the Company executed that certain Limited Liability Company Agreement of the Company on January 5, 2009 (the “Old Agreement”); and

WHEREAS, the Managing Member wishes to amend and restate the Old Agreement and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1          Name and Term. The name of the Company is “HHI Forging, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2          Formation of the Company. The Company was formed as a limited liability company under the LLC Act and the DGCL by executing, delivering and filing the Certificate of Conversion and the Certificate of Formation with the Secretary of State of the State of Delaware on January 5, 2009 in accordance with and pursuant to the LLC Act and the DGCL.

1.3          Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the LLC Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The

principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4          Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the LLC Act.

1.5          Tax Status. It is intended that the Conversion be treated as a “complete liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and all corresponding provisions of applicable state and local law, and that the Company be treated as a disregarded entity for federal, state and local income tax purposes under Section 7701 of the Code and the Treasury Regulations promulgated thereunder and all corresponding provisions of applicable state and local law.

1.6          Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1          Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Code. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2          Distributions. Except otherwise provided in this Agreement or the LLC Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3          Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4          Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1          Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the

2

business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2          Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3          Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4          Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf half of or with respect to the Company, as and to the full extent permitted by the LLC Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2          Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the LLC Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)           first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

3

(b)           second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1          Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth Schedule A attached hereto.

5.2          Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1          Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2          Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3          Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4          Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5          No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*   *   *   *   *

4

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI FORGING, LLC
By:	/s/ Michael Johnson
Name:	Michael Johnson
Title:	Chief Financial Officer

Signature Page to the Amended and Restated Limited Liability Company Agreement of Impact Forge Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Forging, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.81

Exhibit 3.81

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:50 AM 10/16/2012

FILED 11:37 AM 10/16/2012

SRV 121132784 - 5218369 FILE

CERTIFICATE OF INCORPORATION

OF

ASP MD HOLDINGS, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:           The name of the corporation is ASP MD Holdings, Inc. (the “Corporation”).

SECOND:      The address of the Corporation’s registered office in the State of Delaware is 271 I Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:         The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:     The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000,000 shares of common stock, par value $0.001 per share.

FIFTH:          The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:          In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:   In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:      The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:         (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 16th day of October, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP MD HOLDINGS, INC.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:32 PM 12/17/2012

FILED 10:32 PM 12/17/2012

SRV 121353766 - 5218369 FILE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ASP MD HOLDINGS, INC.

ASP MD Holdings, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that:

1.             The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 16, 2012.

2.             This Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the Corporation’s Certificate of Incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and by the written consent of its stockholder in accordance with Section 228 of the DGCL.

3.             The Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

FIRST:                   The name of the corporation is ASP MD Holdings, Inc. (the “Corporation”).

SECOND:              The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:                 The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:             The total number of shares of capital stock that the Corporation shall have authority to issue is 50,000,000 shares of common stock, par value $0.001 per share.

FIFTH:                  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH:                  In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject

to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

SEVENTH:           The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

EIGHTH:              (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Eighth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank]

2

IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation on this 17th day of December, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Secretary and Vice President

[AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ASP MD HOLDINGS, INC.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:47 PM 08/04/2014

FILED 03:47 PM 08/04/2014

SRV 141032060 - 5218369 FILE

CERTIFICATE OF MERGER

OF

METALDYNE MERGER SUB, INC.

WITH AND INTO

ASP MD HOLDINGS, INC.

Under Section 251 of the General Corporation Law

of the State of Delaware

August 4, 2014

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), ASP MD Holdings, Inc., a Delaware corporation (the “Company”), in connection with the merger of Metaldyne Merger Sub, Inc., a Delaware corporation (the “Merger Sub”), with and into the Company (the “Merger”), hereby certifies as follows:

FIRST: The names and states of incorporation of the constituent corporations to the Merger (the “Constituent Corporations”) are:

Name	State of Incorporation
ASP MD Holdings, Inc.	Delaware
Metaldyne Merger Sub, Inc.	Delaware

SECOND: An Agreement and Plan of Merger, dated as of July 31, 2014, (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Metaldyne Performance Group Inc., a Delaware corporation, Grede Merger Sub, LLC, a Delaware limited liability company, the Merger Sub, HHI Merger Sub, Inc., a Delaware corporation, ASP Grede Intermediate Holdings LLC, a Delaware limited liability company, the Company, ASP HHI Holdings, Inc., a Delaware corporation, and solely for purposes of Section 7.03 of the Merger Agreement, ASP Grede Holdings LLC, a Delaware limited liability company, has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with Sections 228 and 251 of the DGCL.

THIRD: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation is “ASP MD Holdings, Inc.” (the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of the Surviving Corporation in effect immediately prior to the Merger shall be amended and restated to read as set forth on Annex A hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: An executed copy of the Merger Agreement is on file at the office of the Surviving Corporation do American Securities LLC, at 299 Park Avenue, 34th Floor, New York, NY 10171. A copy of the Merger Agreement shall be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of the date first written above.

ASP MD HOLDINGS, INC.
By:	/s/ Eric L. Schondorf
	Name: Eric L. Schondorf
	Title: Vice President and Secretary

[SIGNATURE PAGE TO CERTIFICATE OF MERGER]

Annex A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ASP MD HOLDINGS, INC.

FIRST:The name of the corporation is ASP MD Holdings, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 10,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:44 PM 09/23/2014

FILED 03:44 PM 09/23/2014

SRV 141209855 - 5218369 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP MD HOLDINGS, INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation,

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.82

Exhibit 3.82

BYLAWS

OF

ASP MD HOLDINGS, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.   Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.   Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.   Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.   Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.   Quorum.  Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.   Organization.  Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.   Voting; Proxies; Required Vote.

(a)           At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws.  At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)           Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation.  Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.   Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.   General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.   Qualification; Number; Term; Remuneration.

(a)           Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)           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 are elected and qualified or until their earlier resignation or removal.

(c)           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

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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.

SECTION 3.   Quorum and Manner of Voting.  Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.   Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.   Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.  Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.   Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.   Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.   Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal.  Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.   Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.   Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.   Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.   Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.   Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper.  Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President.  Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.   Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.   Resignation; Removal.  Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.   Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.   President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.   Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.   Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.   Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.   Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.   Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.   Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.   Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting.  If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.   Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.   Transfers of Stock.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.   Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.   Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.   Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the  Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.   Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.   Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation.  The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.   Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.           Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.           Exculpation.

(a)           Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)           To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.           Indemnification.

(a)           To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)           The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)           Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)           The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)           Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff  to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)            The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.           Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity  Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.           Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.           Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.           Other Persons.  In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.           Definitions.  The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws.  Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.83

Exhibit 3.83

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:50 AM 10/16/2012

FILED 11:35 AM 10/16/2012

SRV 121132761 - 5218530 FILE

CERTIFICATE OF INCORPORATION

OF

ASP MD INTERMEDIATE HOLDINGS, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:The name of the corporation is ASP MD Intermediate Holdings, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company,

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 16th day of October, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP MD INTERMEDIATE HOLDINGS, INC.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 09/26/2014

FILED 08:00 AM 09/26/2014

SRV 141226282 - 5218530 FILE

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now desires to procure a restoration, renewal and revival of its charter pursuant to Section 312 of the General Corporation Law of the State of Delaware, and hereby certifies as follows:

1.The name of the corporation is ASP MD INTERMEDIATE HOLDINGS, INC.

2.The Registered Office of the corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, County of New Castle Zip Code 19808. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporation Service Company

3.The date of filing of the Corporation’s original Certificate of Incorporation in Delaware was10/16/2012

4.The renewal and revival of the charter of this corporation is to be perpetual.

5.The corporation was duly organized and carried on the business authorized by its charter until the lst day of March A.D. 2014, at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

By:	/s/ Eric Schondorf
	Authorized Officer
Name:	Eric Schondorf
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:33 PM 10/15/2014

FILED 05:12 PM 10/15/2014

SRV 141297697 - 5218530 FILE

STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP MD INTERMEDIATE HOLDINGS, INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.84

Exhibit 3.84

BYLAWS
OF
ASP MD INTERMEDIATE HOLDINGS, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3.Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3 (a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.85

Exhibit 3.85

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:49 AM 10/16/2012

FILED 11:26 AM 10/16/2012

SRV 121132704 - 5218372 FILE

CERTIFICATE OF INCORPORATION

OF

ASP MD INTERMEDIATE HOLDINGS II, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the Delaware General Corporation Law (the “DGCL”), hereby certifies that:

FIRST:The name of the corporation is ASP MD Intermediate Holdings II, Inc. (the “Corporation”).

SECOND:The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the DGCL, as from time to time amended.

FOURTH:The total number of shares of capital stock that the Corporation shall have authority to issue is 1,000 shares of common stock, par value $0.001 per share.

FIFTH:The name and mailing address of the incorporator of the Corporation are Eric L. Schondorf, c/o American Securities LLC, 299 Park Avenue, 34 th Floor, New York, NY 10171.

SIXTH:In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL, this Certificate of Incorporation and the bylaws of the Corporation.

EIGHTH:The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

NINTH:(a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder thereof for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions that are not in good faith or that involve intentional

misconduct or knowing violation of the law, (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the DGCL or any amendment thereto or successor provision thereto or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Ninth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, 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 to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 16th day of October, 2012.

By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Sole Incorporator

[CERTIFICATE OF INCORPORATION OF ASP MD INTERMEDIATE HOLDINGS II, INC.]

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 09/26/2014

FILED 08:00 AM 09/26/2014

SRV 141226284 - 5218372 FILE

STATE OF DELAWARE
CERTIFICATE FOR RENEWAL
AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now desires to procure a restoration, renewal and revival of its charter pursuant to Section 312 of the General Corporation Law of the State of Delaware, and hereby certifies as follows:

1.The name of the corporation is ASP MD INTERMEDIATE HOLDINGS II, INC.

2.The Registered Office of the corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400 (street), in the City of Wilmington, County of New Castle Zip Code 19808. The name of the Registered Agent at such address upon whom process against this Corporation may be served is Corporation Service Company

3.The date of filing of the Corporation’s original Certificate of Incorporation in Delaware was 10/16/2012.

4.The renewal and revival of the charter of this corporation is to be perpetual.

5.The corporation was duly organized and carried on the business authorized by its charter until the 1st day of March A.D.2014, at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

By:	/s/ Eric Schondorf
	Authorized Officer
Name:	Eric Schondorf
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:33 PM 10/15/2014

FILED 05:13 PM 10/15/2014

SRV 141297704 - 5218372 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is ASP MD INTERMEDIATE HOLDINGS II, INC.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.86

Exhibit 3.86

BYLAWS
OF
ASP MD INTERMEDIATE HOLDINGS II, INC.
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3.Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.Resignation; Removal. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.Tenn; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting. If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

11

covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.Other Persons. In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.Definitions. The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws. Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.87

Exhibit 3.87

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:19 PM 07/02/2009

FILED 01:05 PM 07/02/2009

SRV 0906670334 - 4705665 FILE

CERTIFICATE OF INCORPORATION

OF

MD INVESTORS CORPORATION

ARTICLE ONE

The name of the Corporation is MD Investors Corporation.

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of capital stock that the Corporation has authority to issue is 1,000 shares of Common Stock, par value 50.01 per share.

ARTICLE FIVE

The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Cindy Oberdorff	300 North LaSalle Street
	Chicago, Illinois 60654

ARTICLE SIX

The Corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or outside of the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation 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. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE TEN

The Corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TWELVE

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE TWELVE shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

*   *   *   *   *

I, THE UNDERSIGNED, being the sole incorporator 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 my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 2nd day of July, 2009.

/s/ Cindy Oberdorff

Cindy Oberdorff, Sole Incorporator

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:12 PM 10/16/2009

FILED 02:07 PM 10/16/2009

SRV 090942359 - 4705665 FILE

CERTIFICATE OF

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MD INVESTORS CORPORATION

* * * *

Adopted in accordance with the provisions of Section 242 and Section 245 of the
General Corporation Law of the State of Delaware

* * * *

Shary Moalemzadeh, being the Vice President of MD Investors Corporation, a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST:          The Corporation filed its original Certificate of Incorporation with the Delaware Secretary of State on July 2, 2009 (the “Certificate of Incorporation”).

SECOND:     The Amended and Restated Certificate of Incorporation restates and integrates and further amends the Certificate of Incorporation of this Corporation.

THIRD:         That the Board of Directors of the Corporation, pursuant to a unanimous written consent, adopted resolutions authorizing the Corporation to amend, integrate and restate the Certificate of Incorporation in its entirety to read as set forth in Exhibit A attached hereto and made a part hereof (the “Restated Certificate”).

FOURTH:    That the stockholders of the Corporation entitled to vote thereon, pursuant to unanimous written consent, approved and adopted the Restated Certificate in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

*   *   *   *   *

IN WITNESS WHEREOF, the undersigned, being the Vice President hereinabove named, for the purpose of amending and restating the Certificate of Incorporation of the Corporation pursuant to the General Corporation Law of the State of Delaware, under penalty of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly has hereunto signed this Certificate of Amended and Restated Certificate of Incorporation this 16th day of October, 2009.

MD INVESTORS CORPORATION, a Delaware corporation
By:	/s/ Shary Moalemzadeh
Name: Shary Moalemzadeh
Title: Vice President

Exhibit A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

MD INVESTORS CORPORATION

ARTICLE ONE

The name of the Corporation is MD Investors Corporation.

ARTICLE TWO

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

ARTICLE FOUR

PART A.   Authorized Capital Stock.

The total number of shares of capital stock which the Corporation has authority to issue is 1,500,000 shares, consisting of:

(1)           800,000 shares of Class A-1 Common Stock, par value $.01 per share (the “Class A-1 Common”);

(2)           200,000 shares of Class A-2 Common Stock, par value $.01 per share (the “Class A-2 Common” and collectively with the Class A-1 Common, the “Class A Common”);

(3)           400,000 shares of Class B Common Stock, par value $.01 per share (the “Class B Common” and collectively with the Class A Common, the “Common Stock”); and

(4)           100,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”).

PART B.   Preferred Stock.

Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized to determine and alter all rights, preferences and privileges and qualifications, limitations and restrictions thereof (including, without limitation, voting rights and the limitation and exclusion thereof) granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series then outstanding. In the event that the number of shares of any series is so decreased, the shares constituting such reduction shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series.

PART C.   Powers, Preferences and Special Rights of Common Stock. Except as otherwise provided in this Part C or as otherwise required by applicable law, all shares of Class A-1 Common, Class A-2 Common and Class B Common shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

Section 1. Voting Rights. Except as otherwise provided in this Part C or as otherwise required by applicable law, the holders of Class A-1 Common shall be entitled to one vote per share on all matters to be voted on by the stockholders of the Corporation, the holders of Class A-2 Common shall be entitled to three votes per share on all matters to be voted on by the stockholders of the Corporation, and the holders of Class B Common shall have no right to vote on any matters to be voted on by the stockholders of the Corporation.

Section 2. Dividends. Subject to the rights of the holders of any Preferred Stock, as and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A-1 Common, the holders of Class A-2 Common and the holders of Class B Common shall be entitled to receive such dividends pro rata at the same rate per share of each class of Common Stock; provided that (i) if dividends are declared or paid in shares of Common Stock, the dividends payable to holders of Class A-1 Common shall be payable in shares of Class A-1 Common, the dividends payable to holders of Class A-2 Common shall be payable in shares of Class A-2 Common and the dividends payable to the holders of Class B Common shall be payable in shares of Class B Common and (ii) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common, at such holder’s request, dividends consisting of non-voting securities (except as otherwise required by law) of the Corporation which are otherwise identical to the voting securities.

Section 3. Liquidation. Subject to the rights of the holders of any Preferred Stock, the holders of the Class A-1 Common, the holders of the Class A-2 Common and the holders of the Class B Common shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

Section 4. Restrictions on Transfer of Corporation Stock. Without the Board’s written consent, which it may withhold in its sole discretion, until the first anniversary of the date

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hereof, none of the Other Stockholders or Solus Investor may Transfer any interest in any Corporation Stock, except pursuant to (i) a Public Sale, (ii) a Sale of the Company in accordance with Section 6 hereof, (iii) the repurchase provisions set forth in any agreement between the Corporation and an employee, officer, consultant or service provider of the Corporation or an Affiliate thereof, (iv) foreclosure proceedings by the Corporation with respect to shares of Corporation Stock pledged to the Corporation as collateral security, or (v) a Permitted Transfer. At any time on or after the first anniversary of the date hereof, each stockholder shall be permitted to Transfer any interest in any Corporation Stock, subject to Section 5 hereof and any applicable restrictions on transfer under the Securities Act and applicable state securities laws. In the case of, and as a condition to any Transfer by any Other Stockholder or Solus Investor (other than pursuant to  Section 6 hereof or following an IPO), (1) the restrictions contained herein will continue to be applicable to such Corporation Stock after any such Transfer (unless the Corporation is the transferee), (2) the transferee(s) of such Corporation Stock is an “accredited investor” as defined under Rule 501 of Regulation D of the Securities Act (or any similar or equivalent provision then in force) and (3) neither the transferee(s) of such Corporation Stock nor any of its Affiliates may be a Competitor. Notwithstanding any other provision of this agreement, none of the Other Stockholders which is a legal entity (including a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture or an unincorporated organization) that holds debt or equity securities of the Corporation as its primary asset shall authorize, permit or recognize the Transfer (directly or indirectly) of any of its equity interests, securities or other ownership interests without the prior written consent of the Board if such Transfer would violate this Section 4 if such Transfer was a Transfer of Corporation Stock.

Section 5. Rights of First Refusal. Pursuant to Section 202(c)(1) of the DGCL:

5A.  After the first anniversary of the date hereof, if any Other Stockholder or Solus Investor enters into a binding agreement to Transfer any Corporation Stock (a “Sale Agreement”), such Other Stockholder and Solus Investor shall be entitled to Transfer such shares subject to the provisions of this Section 5. At least thirty (30) business days before any Transfer by any Other Stockholder or Solus Investor (a “Transferring Stockholder”) (other than a Permitted Transfer or in connection with a Public Sale or a Sale of the Company), of any Corporation Stock, such Transferring Stockholder shall deliver a written notice (the “Sale Notice”) to the Corporation and Carlyle Investor which shall include a copy of the Sale Agreement as well as a summary specifying in reasonable detail the identity of the prospective Transferee(s), the proposed number of each class of Corporation Stock to be Transferred (the “Transfer Stock”), and the proposed terms and conditions of the Transfer, including the proposed price per share for each class of Corporation Stock to be Transferred (the “Offered Terms and Conditions”); provided that in no event shall any Transfer of any Corporation Stock in accordance with this Section 5 by any Transferring Stockholder be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. No such Transfer shall be consummated unless each such prospective Transferee is reasonably acceptable to the Corporation and Carlyle Investor, and no such Transfer shall be consummated prior to the date on which the parties to the Transfer have been finally determined in accordance with this Section 5.

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5B.  The Corporation may elect to purchase any or all of the Transfer Stock at the same price and on the same terms and conditions specified in the Sale Notice by delivering written notice of such election to the Transferring Stockholder and Carlyle Investor as soon as practicable but in any event within twenty (20) business days after delivery to the Corporation and Carlyle Investor of the Sale Notice. If the Company does not elect within such twenty (20) business day period to purchase all of the Transfer Stock, then Carlyle Investor may elect to purchase, at the same price and on the same terms and conditions specified in the Sale Notice, any or all of the remaining Transfer Stock which the Company has not elected to purchase (the “Available Stock”) by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within twenty-five (25) business days after delivery to the Corporation and Carlyle Investor of the Sale Notice (the “Election Period”).

5C.  If the Corporation and/or Carlyle Investor have elected to purchase any or all of the Transfer Stock pursuant to this Section 5, such Transfer(s) shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within thirty (30) business days after delivery to the Corporation and Carlyle Investor of the Sale Notice (the “ROFR Closing”). The Corporation and/or Carlyle Investor shall pay for the Transfer Stock to be purchased by delivery of a cashier’s or certified check or wire transfer of immediately available funds for the full amount of the purchase price at the ROFR Closing. At or prior to the consummation of such Transfer(s), the Transferring Stockholder must deliver to each such Person that exercised its rights to purchase Transfer Stock under this Section 5 (a “ROFR Person”), all certificates for the Corporation Stock being acquired by such ROFR Person (except, in the case of the Corporation for those certificates which are already in the custody of the Corporation), together with proper assignments in blank of the Corporation Stock with signatures properly guaranteed and with such other documents as may be required by such ROFR Person, as applicable, to provide reasonable assurance that each necessary endorsement is genuine and effective, and such ROFR Person shall be entitled to receive customary and reasonable written representations and warranties from the Transferring Stockholder regarding such sale of Corporation Stock (including representations and warranties regarding good title to such shares, free and clear of any liens or encumbrances).

5D.  If the Corporation and/or Carlyle Investor, collectively, do not elect to purchase all of the Transfer Stock, the Transferring Stockholder may Transfer to the Transferee(s) identified in the Sale Notice all, but not less than all, of the remaining Transfer Stock, during the sixty (60) day period immediately following the expiration of the Election Period, for a purchase price no less than the price specified in the Sale Notice and on other terms no more favorable to the Transferee(s) thereof than specified in the Sale Notice.

5E.  All costs and expenses of the Corporation incurred in connection with its compliance with this Section 5 shall be borne by the Transferring Stockholder.

Section 6. Sale of the Company. Pursuant to Section 202(c)(4) of the DGCL:

6A.  Each stockholder of the Corporation hereby agrees that if at any time the holders of fifty percent (50%) or more of the voting power of the then outstanding shares of Class A Common (the “Approving Stockholders”) approve a Sale of the Company to a Person other than Carlyle Investor or its Affiliates (an “Approved Sale”), each stockholder of the

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Corporation that is not an Approving Stockholder (the “Drag Along Stockholders”) shall vote for, consent to and raise no objections against such Approved Sale, and appoint Carlyle Investor or its designee as its representative to make all decisions in connection with any Approved Sale, regardless of the consideration being paid in such Approved Sale, so long as such Approved Sale complies with this Section 6. Without limiting the foregoing, but subject to the provisions of Section 6B, if the Approved Sale is structured (i) as a merger or consolidation, each such Drag Along Stockholder will waive any dissenters rights, appraisal rights or similar rights in conjunction with such merger or consolidation, (ii) as a sale of equity, each such Drag Along Stockholder will agree to sell all of such Drag Along Stockholder’s Corporation Stock on the terms and conditions approved by the Approving Stockholders, or (iii) as a sale of assets, each such Drag Along Stockholder will vote in favor of such Approved Sale and any subsequent liquidation or other distribution of the proceeds therefrom in accordance with the terms herein as approved by the Approving Stockholders. The Corporation and each stockholder will take all actions requested by the Approving Stockholders in connection with the consummation of an Approved Sale, including the execution of all ancillary documents in connection therewith requested by the Approving Stockholders; provided that it is acknowledged and agreed that the Other Stockholders that are also employees of the Corporation or any of its subsidiaries may be required, in connection with an Approved Sale, to enter into confidentiality, non competition, non solicitation and non hire provisions approved by the Board. For purposes hereof, a “Sale of the Company” means (i) any sale, transfer or issuance or series of sales, transfers and/or issuances of stock of the Corporation by the Corporation or any holders thereof (including, without limitation, any merger, consolidation or other transaction or series of related transactions having the same effect) which results in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934), other than Carlyle Investor, owning stock of the Corporation possessing voting power to elect a majority of the Board or (ii) the sale or transfer of all or substantially all of the Corporation’s assets, determined on a consolidated basis; provided that the term “Sale of the Company” shall not include a Public Sale.

6B. Upon the consummation of the Approved Sale, each stockholder participating in such Approved Sale will receive the same portion of the aggregate consideration available to be distributed to the stockholders of the Corporation (in their capacity as such) that such stockholders participating in such sale (in their capacity as stockholders of the Corporation) would have received if such aggregate consideration had been distributed by the Corporation in accordance with the rights and preferences set forth herein as in effect immediately before such Approved Sale (and, in the event of a sale of Corporation Stock, assuming that the only securities of the Corporation outstanding were those Corporation Stock and other shares of capital stock involved in such Approved Sale); provided, that any convertible securities shall be deemed to be converted in the event that such conversion would yield greater proceeds herein; provided, further, that any consideration payable to any stockholder shall be reduced by the aggregate principal amount plus all accrued and unpaid interest on any indebtedness of any such stockholder to the Corporation or its subsidiaries. In the case of a stockholder who holds options or warrants exercisable into Corporation Stock which have not yet been exercised, the consideration received shall be deemed to be reduced (for purposes of such stockholder’s consideration only) by such option’s and/or warrant’s exercise price. To the extent any stockholder receives securities in lieu of cash or other consideration in the Approved Sale, such securities shall be deemed to be the same form of consideration so long as such securities are of a substantially equivalent value as the cash consideration received in such Approved Sale.

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6C.  Each Drag Along Stockholder will be obligated to make representations with respect to its own shares of capital stock and its own authority and ability to enter into the Approved Sale and other customary representations about such Drag Along Stockholder, and shall be required to provide indemnification in respect of, among other things, any representation made by the Corporation or its subsidiaries and/or an employee of the Corporation or its subsidiaries and/or made by any stockholder in respect of the Corporation, its subsidiaries or their respective businesses, operations, conditions, prospects or the like to the extent the Approving Stockholders similarly provide such indemnification. Each stockholder participating in such Approved Sale will be obligated to join on a pro rata basis (applied such that after giving effect thereto, the aggregate consideration paid to each stockholder would comply with the provisions of Section 6B above) in any purchase price adjustments, indemnification or other obligations that the sellers of Corporation Stock are required to provide in connection with an Approved Sale (other than any such obligations that relate solely to a particular stockholder, such as indemnification with respect to representations and warranties given by a stockholder regarding such stockholder’s title to and ownership of Corporation Stock, in respect of which only such stockholder will be liable); provided that, subject to Section 6D below and absent fraud, no stockholder shall be liable to the purchaser for any purchase price adjustments, indemnification or other obligations in excess of the aggregate gross proceeds (prior to reduction for indebtedness and other transaction expenses) received by the stockholders in connection with or pursuant to such Approved Sale (other than any such obligations that relate solely to a particular stockholder, such as indemnification with respect to representations and warranties given by a stockholder regarding such stockholder’s title to and ownership of Corporation Stock, in respect of which only such stockholder will be liable). Notwithstanding anything to the contrary contained herein, in the sole discretion of the Approving Stockholders, the proceeds with respect to an Approved Sale may be withheld from (and retained by the Approving Stockholders or their designee in trust for the benefit of) all sellers of such Corporation Stock in such aggregate amount as the Approving Stockholders deem necessary to cover any purchase price adjustments, indemnification or other obligations of the Corporation or such sellers of Corporation Stock; provided that such proceeds shall be withheld on the same basis among all such sellers.

6D.  Notwithstanding anything to the contrary herein, if the Approving Stockholders agree to joint and several indemnification with respect to such Approved Sale, each Drag Along Stockholder shall agree to such joint and several indemnification as well, and in such event each Drag Along Stockholder shall enter into a contribution and indemnification or similar agreement acceptable to the Approving Stockholders pursuant to which each Drag Along Stockholder agrees to contribute amounts to and indemnify each other Drag Along Stockholder such that their liability will not exceed the aggregate amount of consideration received by such Drag Along Stockholder in connection with or pursuant to such Approved Sale (other than any such obligations that relate solely to a particular Drag Along Stockholder, such as indemnification with respect to representations and warranties given by a Drag Along Stockholder regarding such Drag Along Stockholder’s title to and ownership of Corporation Stock, and other than any obligations that relate to a particular Drag Along Stockholder’s fraud, in each case in respect of which only such Drag Along Stockholder will be liable).

6E.  If the Corporation enters into a negotiation for an Approved Sale or an Approved Sale transaction for which Rule 506 (or any similar rule then in effect) promulgated by

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the Securities and Exchange Commission may be available with respect to such negotiation or transaction (including a merger, consolidation or other reorganization), the Drag Along Stockholders will, at the request of the Board, appoint a purchaser representative (as such term is defined in Rule 501 or any similar rule), or such equivalent representative, reasonably acceptable to the Board. If any Drag Along Stockholder appoints a purchaser representative, or such equivalent representative, designated by the Board, the Corporation will, to the extent legally permitted, pay the fees of such purchaser representative, or such equivalent representative, but if any Drag Along Stockholder declines to appoint the purchaser representative, or such equivalent representative, designated by the Board such holder will appoint another purchaser representative, and such holder will be responsible for the fees of the purchaser representative, or such equivalent representative, so appointed.

6F.  Each stockholder will bear its pro rata share (applied such that after giving effect thereto, the aggregate consideration paid to each holder of Corporation Stock would comply with the provisions of Section 6B) of the costs of any sale of such Corporation Stock pursuant to an Approved Sale to the extent such costs are incurred for the benefit of all stockholders participating in such Approved Sale and are not otherwise paid by the Corporation or the acquiring party. Costs incurred by stockholders on their own behalf will not be considered costs of the transaction hereunder; it being understood that the fees and disbursements of one counsel chosen by the Board will be deemed for the benefit of all stockholders participating in such Approved Sale.

6G.  If any Drag Along Stockholder fails to deliver any certificates representing its shares of Corporation Stock, or in lieu thereof, a customary affidavit attesting to the loss or destruction of such certificate(s), such holder (i) will not be entitled to the consideration that such holder would otherwise receive in the Approved Sale until such holder cures such failure (provided that, after curing such failure, such holder will be so entitled to such consideration without interest), (ii) will be deemed, for all purposes, no longer to be a stockholder of the Corporation and will have no voting rights, (iii) will not be entitled to any dividends or other distributions declared after the Approved Sale with respect to the Corporation Stock held by such holder, (iv) will have no other rights or privileges granted to stockholders herein or any future agreement, and (v) in the event of liquidation of the Corporation, such holder’s rights with respect to any consideration that such holder would have received if such holder had complied with this Section 6, if any, will be subordinate to the rights of any equity holder.

Section 7. Holdback.

7A.  In connection with an IPO, the holders of Corporation Stock shall enter into any holdback, lockup or similar agreement requested by the underwriters managing such IPO; provided, however, that no such holder shall be required to enter into an agreement that is more restrictive than that of any other holder.

7B.  For purposes of Sections 4, 5, 6 and 7 in this Part C:

(i)            “Affiliates” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person (including, without limitation, with respect to Carlyle Investor and its Affiliates, investment funds or entities

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managed by CSP II General Partner, L.P.), where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise;

(ii)          “Carlyle Investor” means Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P. and each of their Affiliates who may from time to time become stockholders of the Corporation;

(iii)         “Competitor” means any Person that engages or participates in, directly or indirectly, any business or other activity that competes with the businesses of the Corporation or any of its subsidiaries. Whether a Person is a Competitor of the Corporation or any of its subsidiaries shall be determined by the Board in its sole discretion.

(iv)        “Corporation Stock” means (i) any capital stock of the Corporation purchased or otherwise acquired by any stockholder of the Corporation (including, without limitation, shares of Common Stock), (ii) any warrants, options, or other rights to subscribe for or to acquire, directly or indirectly, capital stock of the Corporation, whether or not then exercisable or convertible, (iii) any stock, notes, or other securities which are convertible into or exchangeable for, directly or indirectly, capital stock of the Corporation, whether or not then convertible or exchangeable, and (iv) any capital stock of the Corporation issued or issuable upon the exercise, conversion, or exchange of any of the securities referred to in clauses (i) through (iii) above, and (v) any securities issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) through (iv) above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger, consolidation, or other reorganization. As to any particular securities constituting Corporation Stock, such securities will cease to be Corporation Stock when they have been (a) effectively registered under the Securities Act and disposed of in accordance with the registration statement or prospectus covering them, (b) distributed to the public through a broker, dealer or market maker pursuant to Rule 144 under the Securities Act (or any similar or equivalent provision then in force), or (c) been repurchased or otherwise acquired by the Corporation;

(v)         “Family Group” with respect to any stockholder of the Corporation that is a natural person, means such stockholder’s spouse and descendants (whether natural or adopted), and any trust, family limited partnership, limited liability company or other entity wholly owned, directly or indirectly, by such stockholder or such stockholder’s spouse and/or descendants that is and remains solely for the benefit of such stockholder and/or such stockholder’s spouse and/or descendants.

(vi)        “IPO” shall mean the first sale of Corporation Stock (whether in a primary offering of new shares or a secondary offering of issued and outstanding shares) to the public in a Public Sale pursuant to an effective registration statement filed with the Securities and Exchange Commission on Form S-1 or Form F-1 (or any other available comparable or successor form).

(vii)       “Other Stockholder” means any stockholder of the Corporation other than a Carlyle Investor or a Solus Investor;

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(viii)      “Permitted Carlyle Investor Transfer” will mean any Transfer of Corporation Stock by Carlyle Investor or any of its Affiliates (i) to or among Carlyle Investor and its Affiliates or (ii) pursuant to an in kind distribution to its equityholders;

(ix)        “Permitted Solus Investor Transfer” will mean any Transfer of Corporation Stock by Solus Investor or any of its Affiliates (i) to or among Solus Investor and its Affiliates or (ii) pursuant to an in kind distribution to its equityholders;

(x)         “Permitted Transfer” means any Transfer of Corporation Stock (other than with respect to Corporation Stock which have not fully vested or are subject to any forfeiture, which shall not be transferable), (a) in the case of any Other Stockholder, pursuant to applicable laws of descent and distribution or among such stockholder’s Family Group, or to such stockholder’s Affiliates which are wholly owned subsidiaries of such stockholder, (b) in the case of Solus Investor, in connection with a Permitted Solus Investor Transfer and (c) in the case of Carlyle Investor, in connection with a Permitted Carlyle Investor Transfer;

(xi)        “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof;

(xii)       “Public Sale” means any sale of securities to the public pursuant to an offering registered under the Securities Act or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act (or any similar or equivalent provision then in force);

(xiii)      “Securities Act” means the Securities Act of 1933, as amended, and applicable rules and regulations thereunder, and any successor to such statute, rules or regulations. Any reference herein to a specific section, rule, or regulation of the Securities Act shall be deemed to include any corresponding provisions of future law.

(xiv)      “Solus Investor” means Sola Ltd, Ultra Master Ltd and each of their Affiliates who may from time to time become stockholders of the Corporation;

(xv)       “Transfer” means, a transfer, sale, assignment, pledge, hypothecation or other disposition, whether directly or indirectly (pursuant to the transfer of an economic or other interest, the creation of a derivative security or otherwise), the grant of an option or other right or the imposition of a restriction on disposition or voting or by operation of law. When used as a verb, “Transfer” shall have the correlative meaning (whether with or without consideration and whether voluntarily or involuntarily or by operation of law). In addition, “transferred” and “transferee” shall have the correlative meanings.

Section 8. Registration of Transfer. The Corporation shall keep at its principal office (or such other place as the Corporation reasonably designates) a register for the registration of shares of Common Stock. Upon the surrender of any certificate representing shares of any class of Common Stock at such place, the Corporation shall, at the request of the registered holder of such certificate, execute and deliver a new certificate or certificates in exchange therefor representing in the aggregate the number of shares of such class represented

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by the surrendered certificate, and the Corporation forthwith shall cancel such surrendered certificate. Each such new certificate will be registered in such name and will represent such number of shares of such class as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. The issuance of new certificates shall be made without charge to the holders of the surrendered certificates for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such issuance.

Section 9. Replacement. Upon receipt of evidence reasonably satisfactory to the Corporation (an affidavit of the registered holder will be satisfactory) of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing one or more shares of any class of Common Stock, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Corporation (provided that if the holder is a financial institution or other institutional investor its own agreement will be satisfactory), or, in the case of any such mutilation upon surrender of such certificate, the Corporation shall (at its expense) execute and deliver in lieu of such certificate a new certificate of like kind representing the number of shares of such class represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

Section 10. Notices. All notices referred to herein shall be in writing, and shall be delivered by registered or certified mail, return receipt requested, postage prepaid, and shall be deemed to have been given when so mailed (i) to the Corporation at its principal executive offices and (ii) to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

Section 11. Amendment and Waiver. No amendment, modification or waiver of any provision of this Part C shall be effective without the prior consent of the holders of a majority of the voting power of the then outstanding shares of Class A Common, and any such amendment, modification or waiver so approved by the holders of a majority of the voting power of the then outstanding shares of Class A Common shall be binding on all holders of Common Stock.

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

In furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE SEVEN

Meetings of stockholders may be held within or outside of the State of Delaware, as the by-laws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by

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the Board or in the by-laws of the Corporation. Election of directors need not be by written ballot unless the by-laws of the Corporation so provide.

ARTICLE EIGHT

To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE EIGHT shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE NINE

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 herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE TEN

The Corporation expressly elects not to be governed by §203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

To the maximum extent permitted from time to time under the law of the State of Delaware, the Corporation renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or stockholders, other than those officers, directors or stockholders who are employees of the Corporation. No amendment or repeal of this ARTICLE ELEVEN shall apply to or have any effect on the liability or alleged liability of any officer, director or stockholder of the Corporation for or with respect to any opportunities of which such officer, director, or stockholder becomes aware prior to such amendment or repeal.

*   *   *   *   *

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State of Delaware

Secretary of State

Division of Corporations

Delivered 08:17 AM 12/18/2012

FILED 08:13 AM 12/18/2012

SRV 121353823 - 4705665 FILE

CERTIFICATE OF MERGER
OF
ASP MD ACQUISITION CO., INC.
WITH AND INTO
MD INVESTORS CORPORATION

Under Section 251 of the General Corporation Law
of the State of Delaware

December 18, 2012

Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware (the “DGCL”), MD Investors Corporation, a Delaware corporation (the “Company”), in connection with the merger of ASP MD Acquisition Co., Inc., a Delaware corporation, with and into the Company (the “Merger”), hereby certifies as follows:

FIRST: The names and states of incorporation of the constituent corporations to the Merger (the “Constituent Corporations”) are:

Name	State of Incorporation
MD Investors Corporation	Delaware
ASP MD Acquisition Co., Inc.	Delaware

SECOND: A Merger Agreement, dated as of November 1, 2012, by and between the Company, ASP MD Intermediate Holdings II, Inc., a Delaware corporation, ASP MD Acquisition Co., Inc., Carlyle CIM Agent, L.L.C., a Delaware limited liability company, and Carlyle Strategic Partners II, L.P., a Delaware limited partnership (the “Merger Agreement”), setting forth the terms and conditions of the Merger, has been approved, adopted, executed and acknowledged by each of the Constituent Corporations in accordance with Sections 228 and 251 of the DGCL.

THIRD: The Company shall be the surviving corporation of the Merger. The name of the surviving corporation is “MD Investors Corporation” (the “Surviving Corporation”).

FOURTH: The Certificate of Incorporation of the Surviving Corporation in effect immediately prior to the Merger shall be amended and restated to read as set forth on Annex A hereto, and, as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The Merger shall become effective immediately upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: An executed copy of the Merger Agreement is on file at the office of the Surviving Corporation c/o American Securities LLC 299 Park Avenue, 34th Floor New York, New York 10171. A copy of the Merger Agreement shall be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the Constituent Corporations.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, this Certificate of Merger has been executed as of the date first written above.

MD INVESTORS CORPORATION
By:	/s/ Thomas A. Amato
	Name: Thomas A. Amato
	Title: President and CEO

[Signature page to Certificate of Merger.]

Annex A

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MD INVESTORS CORPORATION

FIRST:  The name of the corporation is MD Investors Corporation (the “Corporation”).

SECOND:  The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any and all lawful acts or activities for which corporations may be organized under the Delaware General Corporation Law (the “DGCL”), as the same exists or may hereafter be amended.

FOURTH:  The total number of shares of capital stock that the Corporation shall have authority to issue is 10,000 shares of common stock, par value $0.01 per share.

FIFTH:  In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this Certificate of Incorporation, bylaws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation (the “Board of Directors”), but any bylaws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SIXTH:  In addition to the powers and authority herein before or by statute expressly conferred upon them, the Board of Directors is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject to the provisions of the DGCL as the same exists or may hereafter be amended, this Certificate of Incorporation and the bylaws of the Corporation.

SEVENTH: The number of directors of the Corporation shall be fixed from time to time by the bylaws or amendment thereof adopted by the Board of Directors.

EIGHTH:  (a) To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of this Certificate of Incorporation inconsistent with this paragraph (a)

shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article Eighth, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies or is involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, 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 corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against all expenses (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding), liabilities and losses incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt bylaws or enter into agreements with any such person for the purpose of providing for such indemnification.

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State of Delaware

Secretary of State

Division of Corporations
Delivered 03:43 PM 09/23/2014

FILED 03:43 PM 09/23/2014

SRV 141209829 - 4705665 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is MD INVESTORS CORPORATION

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
	Authorized Officer
Name:	Liela Morad
	Print or Type

EX-3.88

Exhibit 3.88

BYLAWS
OF
MD INVESTORS CORPORATION
(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.   Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.   Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.   Notice of Meetings. Written notice of all meetings of the stockholders, stating the place (if any), date and hour of the meeting, the place within the city or other municipality or community at which the list of stockholders may be examined, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.   Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least five 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, 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 in person or by proxy at any meeting of stockholders.

SECTION 5.   Quorum.  Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.   Organization.  Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence, if any, or if none or in the absence the President, if any, or if none or in the President’s absence a Vice- President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.   Voting; Proxies; Required Vote.

(a)At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these Bylaws.  At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by the vote of the majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.

(b)Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, 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 the holders of record of the issued and outstanding capital stock of the Corporation having not less than a 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, and the writing or writings are filed with the permanent records of the Corporation.  Prompt notice of the

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taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SECTION 8.   Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, 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, and shall 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 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, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.   General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.   Qualification; Number; Term; Remuneration.

(a)Each director shall be at least 18 years of age. 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 entire Board shall be two, or such greater or lesser number as may be fixed from time to time by action of the stockholders, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)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 are elected and qualified or until their earlier resignation or removal.

(c)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

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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.

SECTION 3.   Quorum and Manner of Voting.  Except as otherwise provided by law, a majority of the directors shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.   Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.   Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.  Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.   Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall determine from time to time. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the President, or by a majority of the directors then in office.

SECTION 8.   Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director not less than one calendar day before the day of the meeting by mail, telephone, facsimile, e-mail or by personal delivery.

SECTION 9.   Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10. Resignation; Removal.  Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt

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thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11. Vacancies. Unless otherwise provided in these Bylaws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.   Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.   Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.   Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.   Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

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ARTICLE IV

Officers

SECTION 1.   Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President, a Treasurer and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), and such Assistant Secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper.  Each officer shall have such powers and duties as may be prescribed by these Bylaws and as may be assigned by the Board of Directors or the President.  Any two or more offices may be held by the same person except the offices of President and Secretary together.

SECTION 2.   Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.   Resignation; Removal.  Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board of Directors.

SECTION 4.   Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.   President. The President shall have such duties as customarily pertain to that office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. The President may appoint and remove assistant officers and other agents and employees; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.   Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

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SECTION 7.   Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.   Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.   Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.   Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the Bylaws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.   Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.   Fixing Date for Determination of Stockholders of Record.

(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 60 nor less than 10 days before the date of such meeting.  If no record date is 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 consent to corporate action in writing without a meeting, the Board of

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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 if no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, 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. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this article, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)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 if no record date is 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.

ARTICLE VI

Certificates Representing Stock

SECTION 1.   Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman of the Board of Directors, or the President or 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 registered in certificate form. Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the

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shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.   Transfers of Stock.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by a duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.   Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.   Lost, Stolen or Destroyed Certificates. 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 his 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.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and 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 Board of Directors from time to time, in its absolute discretion, deems 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 Board of Directors shall think conducive

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to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any lawsuit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporation may have a corporate seal. The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall end on December 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these Bylaws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

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ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.   Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.   Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.   Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation.  The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.   Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Indemnification

SECTION 1.   Scope. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as that Section may be amended and supplemented from time to time (the “DGCL”), indemnify any director, officer, employee or agent of the Corporation, against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement and/or other matters referred to in or

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covered by such Section, 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 corporation, partnership, joint venture, trust or other enterprise.

SECTION 2.   Exculpation.

(a)Subject to Section 145 of the DGCL, no Indemnified Party (as defined below) shall be liable, in damages or otherwise, to the Corporation, its stockholders, the directors or any of their Affiliates for any act or omission performed or omitted by any of them in good faith (including, without limitation, any act or omission performed or omitted by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation), except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)To the extent that, at law or in equity, any Indemnified Party has duties (including fiduciary duties) and liabilities relating thereto to the Corporation or to its stockholders, such Indemnified Party acting under these Bylaws shall not be liable to the Corporation or to its stockholders for its good faith reliance on the provisions of these Bylaws. The provisions of these Bylaws, to the extent that they restrict, modify or eliminate the duties and liabilities of an Indemnified Party otherwise existing at law or in equity, shall replace such other duties and liabilities of such Indemnified Party, to the maximum extent permitted by applicable law.

SECTION 3.   Indemnification.

(a)To the fullest extent permitted by applicable law, the Corporation shall indemnify and hold harmless and pay all judgments and claims against (i) the Board of Directors (ii) each officer of the Corporation, (iii) each director and (iv) each stockholder or their respective Affiliates, officers, directors, employees, shareholders, partners, managers and members (each, an “Indemnified Party”, each of which shall be a third party beneficiary of these Bylaws solely for purposes of Sections 3 and 4 of this Article XIII from and against any loss or damage incurred by an Indemnified Party or by the Corporation for any act or omission taken or suffered by such Indemnified Party in good faith (including, without limitation, any act or omission taken or suffered by any of them in reliance upon and in accordance with the opinion or advice of experts, including, without limitation, of legal counsel as to matters of law, of accountants as to matters of accounting, or of investment bankers or appraisers as to matters of valuation) in connection with the purpose and business of the Corporation, including costs and reasonable attorneys’ fees and any amount expended in the settlement of any claims or loss or damage, except with respect to (i) any act taken by such Indemnified Party purporting to bind the Corporation that has not been authorized pursuant to these Bylaws

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or (ii) any act or omission with respect to which such Indemnified Party was grossly negligent or engaged in intentional misconduct.

(b)The satisfaction of any indemnification obligation pursuant to Section 3(a) of this Article XIII shall be from and limited to Corporation assets (including insurance and any agreements pursuant to which the Corporation, its officers or employees are entitled to indemnification) and the stockholder, in such capacity, shall not be subject to personal liability therefor.

(c)Expenses reasonably incurred by an Indemnified Party in defense or settlement of any claim that may be subject to a right of indemnification hereunder shall be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount to the extent that it shall be determined upon final adjudication after all possible appeals have been exhausted that such Indemnified Party is not entitled to be indemnified hereunder.

(d)The Corporation may purchase and maintain insurance, on behalf of all Indemnified Parties and other Persons against any liability which may be asserted against, or expense which may be incurred by, any such Person in connection with the Corporation’s activities, whether or not the Corporation would have the power to indemnify such Person against such liabilities under the provisions of these Bylaws.

(e)Promptly after receipt by an Indemnified Party of notice of the commencement of any investigation, action, suit, arbitration or other proceeding, whether civil or criminal (collectively, “Proceeding”), such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such Proceeding; provided, however, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Corporation of its obligations under Section 3 of this Article XIII, except to the extent that the Corporation is actually prejudiced by such failure to give notice. In case any such Proceeding is brought against an Indemnified Party (other than a derivative suit in right of the Corporation), the Corporation will be entitled to participate in and to assume the defense thereof to the extent that the Corporation may wish, with counsel reasonably satisfactory to such Indemnified Party. After notice from the Corporation to such Indemnified Party of the Corporation’s election to assume the defense of such Proceeding, the Corporation will not be liable for expenses subsequently incurred by such Indemnified Party in connection with the defense thereof. The Corporation will not consent to entry of any judgment or enter into any settlement of such Proceeding that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party a release from all liability in respect of such Proceeding and the related claim.

(f)The right to indemnification and the advancement of expenses conferred in this Section 3 of this Article XIII shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, agreement, bylaw, vote of the Board of Directors or otherwise. The rights conferred upon any Indemnified

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Party in Sections 2 and 3 of this Article XIII shall be contract rights that vest upon the occurrence or alleged occurrence of any act or omission giving rise to any proceeding or threatened proceeding and such rights shall continue as to any Indemnified Party who has ceased to be manager, director or officer and shall inure to the benefit of such Indemnified Party’s heirs, executors and administrators. Any amendment, alteration or repeal of Sections 2 and 3 of this Article XIII that adversely affects any right of any Indemnified Party or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

SECTION 4.   Primary Obligation. With respect to any Indemnified Party who is employed, retained or otherwise associated with, or appointed or nominated by a stockholder or any of its affiliates and who acts or serves as a director, officer, manager, fiduciary, employee, consultant, advisor or agent of, for or to the Corporation or any of its subsidiaries, the Corporation or its subsidiaries shall be primarily liable for all indemnification, reimbursements, advancements or similar payments (the “Indemnity Obligations”) afforded to such Indemnified Party acting in such capacity or capacities on behalf or at the request of the Corporation or any of its subsidiaries, in such capacity, whether the Indemnity Obligations are created by law, organizational or constituent documents, contract (including these Bylaws) or otherwise. Notwithstanding the fact that such stockholder and/ or any of its affiliates, other than the Corporation (such persons, together with its and their heirs, successors and assigns, the “Stockholder Parties”) may have concurrent liability to an Indemnified Party with respect to the Indemnity Obligations, in no event shall the Corporation or any of its subsidiaries have any right or claim against any of the Stockholder Parties for contribution or have rights of subrogation against any of the Stockholder Parties through an Indemnified Party for any payment made by the Corporation or any of its subsidiaries with respect to any Indemnity Obligation. In addition, in the event that any Stockholder Parties pay or advance to an Indemnified Party any amount with respect to an Indemnity Obligation, the Corporation shall, or shall cause its subsidiaries to, as applicable, promptly reimburse such Stockholder Party for such payment or advance upon request.

SECTION 5.   Continuing Obligation. The provisions of this Article XIII shall be deemed to be a contract between the Corporation and each director of the Corporation who serves in such capacity at any time while these Bylaws are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

SECTION 6.   Nonexclusive. The indemnification and advancement of expenses provided for under this Article XIII shall (i) not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii)

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continue unto a person who has ceased to be a director and (iii) inure to the benefit of the heirs, executors and administrators of such a person.

SECTION 7.   Other Persons.  In addition to the indemnification rights of directors, officers, employees or agents of the Corporation, the Board of Directors in its discretion shall have the power, on behalf of the Corporation, to indemnify any other person made a party to any action, suit or proceeding who the Corporation may indemnify under Section 145 of the DGCL.

SECTION 8.   Definitions.  The phrases and terms set forth in this Article XIII shall be given the same meaning as the identical terms and phrases are given in Section 145 of the DGCL, as that Section may be amended and supplemented from time to time.

ARTICLE XIV

Amendments

The Board of Directors shall have the power to adopt, amend or repeal these Bylaws.  Bylaws adopted by the Board of Directors may be repealed or changed, and new Bylaws made, by the stockholders, and the stockholders may prescribe that any Bylaw made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.89

Exhibit 3.89

State of Delaware

Secretary of State

Division of Corporations
Delivered 01:31 PM 09/17/2009

FILED 01:31 PM 09/17/2009
SRV 090862996 - 4731825 FILE

CERTIFICATE OF FORMATION

OF

METALDYNE, LLC

This Certificate of Formation is being executed as of September 17, 2009, for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-201, et seq.

The undersigned, being duly authorized to execute and file this Certificate, does hereby certify as follows:

1.Name. The name of the limited liability company is Metaldyne, LLC (the “Company”).

2.Registered Office and Registered Agent. The Company’s registered office in the State of Delaware is located at 1209 Orange Street, City of Wilmington, New Castle County, Delaware 19801. The registered agent of the Company for service of process at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the day and year first above written.

By:	/s/ Cindy Oberdorff
	Cindy Oberdorff, an Authorized Person

METALDYNE CORPORATION
47603 Halyard Drive
Plymouth, MI 48170

CONSENT

Metaldyne Corporation hereby gives consent to Metaldyne, LLC to use the “Metaldyne” name in the formation of a limited liability company and to file a Certificate of Formation with the Delaware Secretary of State.

IN WITNESS WHEREOF, the undersigned has duly executed this Consent as of September 16, 2009.

METALDYNE CORPORATION
By:	/s/ David L. McKee
Name:	David L. McKee
Title:	General Counsel and Secretary

EX-3.90

Exhibit 3.90

EXECUTION COPY

METALDYNE, LLC

A Delaware Limited Liability Company

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of September 17, 2009

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 17, 2009 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. Certain terms used herein are defined in Section 1.1 below.

ARTICLE I

DEFINITIONS

1.1Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Board” means the Board of Managers of the Company, composed of the individuals designated pursuant to Section 4.1.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Board in its reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne, LLC, a Delaware limited liability company.

“Covered Person” means the Board, any Holder, each person or entity controlling the Board or any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s Profits, Losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) equity securities of the Company possessing the voting power under normal circumstances to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation. On September 17, 2009, the Company, under the name “Metaldyne, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Metaldyne, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Board may select from time to time.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Board may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Board may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Board may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a mariner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the Board and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)No Holder shall have any responsibility to contribute to or in respect of liabilities or obligations of the Company, whether arising in tort, contract or otherwise, or return distributions made by the Company except as required by the Act or other applicable law. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Holders for liabilities of the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. Distributions of cash or other assets of the Company shall be made at such times and in such amounts as the Board may determine. Distributions shall be made to Holders pro rata based on the number of Common Units held by each Holder. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT AND MEMBER RIGHTS

4.1Management Authority.

(a)Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act.

(b)The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Eric Hyun-Sup Byun, Shary Moalemzadeh, Michael D. Stewart and Raymond A. Whiteman.

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(c)The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest.

(d)Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein.

(e)A vacancy in any Manager position shall be filled by a vote of the Majority in Interest.

(f)The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting.

(g)At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers.

(h)Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting.

(i)The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion.

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(j)When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time When there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Board) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Board, grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s

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final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by Board in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall Transfer all or any portion of his, her or its Common Units in the Company without the prior written consent of the Board, which consent may be given or withheld in its sole discretion. Other than as collateral security for loans provided to the Board or an Affiliate thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the prior written consent of the Board, which consent may be given or withheld in its sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Board to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Board receives evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4 then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

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(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Member Rights; Meetings.

(a)No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder.

(b)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable• law or as expressly provided for hereunder.

(c)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(d)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

4.6Additional Members. The Board shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Board shall in its sole discretion determine. In connection with any such admission, the Board shall amend Schedule Ito reflect the name, address and number of Common Units allocated to the additional Member.

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4.7Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners H, L.P., CSP H Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on the Board or any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Board and its affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.7. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners H, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The determination of a Majority in Interest to dissolve the Company;

(b)The termination of the legal existence of the last remaining Member of the Company or the occurrence of an Event of Withdrawal with respect to the last remaining Member of the Company; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

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Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2Continuation of the Company. The death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member shall not cause a dissolution of the Company and thereafter the Company shall continue its existence.

5.3Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. The Board shall be the liquidating trustee pursuant to this Agreement and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.4Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Board.

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

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7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by the Board on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Board, that such previously issued Certificate has been lost, stolen or destroyed;

(ii)requests the issuance of a new Certificate before the Board has notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Board, delivers to the Company a bond, in form substance satisfactory to the Board, with such surety or sureties as the Board may direct, to indemnify the Company and the Board against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Board.

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Board for cancellation, and the Board shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Board will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Board.

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ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement Headings. Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform

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Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Limited Liability Company Agreement to be signed as of the date first above written.

MD INVESTORS CORPORATION
By:	/s/ Shary Moalemzadeh
Name: Shary Moalemzadeh
Its: Vice President and Secretary

[Signature Page to Metaldyne, LLC Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
MD Investors Corporation c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.91

Exhibit 3.91

EXECUTION COPY

METALDYNE, LLC

A Delaware Limited Liability Company

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Dated as of December 12, 2012

THE UNITS AND OTHER INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
METALDYNE, LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 12, 2012 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and between the Company and the members listed on Schedule I attached hereto. This Agreement amends and restates entirely that Limited Liability Company Agreement of the Company, dated as of September 17, 2009 (as amended from time to time prior to the date hereof, the “Original Agreement”). Certain terms used herein are defined in Section 1.1 below.

ARTICLE I

DEFINITIONS

1.1Certain Definitions. As used in this Agreement, the following terms have the following meanings:

“Assignee” means a person or entity to whom a Common Unit has been transferred in a Transfer described in Section 4.4 below, unless and until such person or entity becomes a Member with respect to such Common Unit.

“Act” means the Delaware Limited Liability Company Act, 6 Del. L. § 18-101, et seq., as it may be amended from time to time, and including any successor statute to the Act.

“Capital Contribution” means a contribution made by a Member to the capital of the Company, whether in cash, in other property or otherwise, as shown opposite such Member’s name on Schedule I. The amount of any Capital Contribution shall be the amount of cash and the fair market value of any other property so contributed (as determined by the Member(s) in its or their reasonable good faith judgment), in each case net of any liabilities assumed by the Company from such Member in connection with such contribution and net of any liabilities to which assets contributed by such Member in respect thereof are subject.

“Certificate” means a certificate issued by the Company evidencing the ownership of one or more Common Units.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor statute.

“Common Unit” means a Common Unit of the Company.

“Company” means Metaldyne, LLC, a Delaware limited liability company.

“Covered Person” means each Member, any Holder, each person or entity controlling any Holder (a “Controlling Person”), and any director, officer or principal of a Controlling Person.

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“Economic Interest” means a Holder’s share of the Company’s profits, losses and distributions pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including the right to vote on, consent to or otherwise participate in any decision of the Member(s), or any right to receive information concerning the business and affairs of the Company, in each case to the extent provided for herein or otherwise required by the Act.

“Holder” means any Person who holds any Common Unit, whether as a Member or as an unadmitted assignee of a Member or another unadmitted assignee.

“Independent Third Party” means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

“Majority in Interest” means the Member(s) holding a majority of the Common Units.

“Member” means any of the parties identified on Schedule I as a member or admitted as a member after the date of this Agreement in accordance with the terms hereof, in each case for so long as such person or entity continues to be a member hereunder.

“Sale of the Company” means the sale of the Company to an Independent Third Party or group of Independent Third Parties pursuant to which such party or parties acquire (i) a majority of the Common Units (whether by merger, consolidation or sale or transfer of the Company’s equity securities) or (ii) all or substantially all of the Company’s assets determined on a consolidated basis.

“Transfer” means any sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest or other direct or indirect disposition or encumbrance of a Common Unit (including, without limitation, by operation of law) or the acts thereof. The terms “Transferee,” “Transferred,” and other forms of the word “Transfer” shall have correlative meanings.

ARTICLE II

GENERAL PROVISIONS; CAPITAL CONTRIBUTIONS; DEFINITIONS.

2.1Formation. On September 17, 2009, the Company, under the name “Metaldyne, LLC”, was organized as a Delaware limited liability company by the filing of a Certificate of Formation (the “Certificate”) under and pursuant to the Act. The rights and liabilities of the Member(s) shall be determined pursuant to the Act and this Agreement. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement, to the extent not prohibited by the Act, shall control over the Act. This Agreement shall constitute the “limited liability agreement” for purposes of the Act.

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2.2Name. The name of the Company is “Metaldyne, LLC”, and all business of the Company shall be conducted under that name or such other names that comply with applicable law as the Member(s) may select from time to time.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate or such other office (which need not be a place of business of the Company) as the Member(s) may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Delaware shall be the initial registered agent named in the Certificate or such other Person or Persons as the Member(s) may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Member(s) may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain its records there. The Company may have such other offices as the Member(s) may designate from time to time.

2.4Purposes. The purpose of the Company and the nature of its business shall be to engage in any lawful act or activity for which limited liability companies may be organized under the Act. The Company may engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5Term. The term of the Company commenced on the date the Certificate was filed with the office of the Secretary of State of Delaware and shall terminate on the date determined pursuant to Article V of this Agreement.

2.6No State-Law Partnership. The Member(s) intend that the Company shall not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member shall be a partner or joint venturer with any other Member with respect to the Company, and this Agreement shall not be construed to the contrary. Provided, however, that if the Company ever has more than one Member the Company may be treated as a partnership for federal, state and/or local income tax purposes and appropriate amendments shall be made to this Agreement. Until such time, the Member intends that the Company shall be disregarded as an entity separate from such Member for federal and, if applicable, state and local income tax purposes, and the Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

2.7Capital Contributions.

(a)Persons admitted as Members of the Company shall make such contributions of cash (or promissory obligations), property or services to the Company as shall be determined by the then existing Member(s) and the Member making the contribution in their sole discretion at the time of each such admission and from time to time thereafter.

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(b)All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities of the Company. All such liabilities shall be personally guaranteed by the Member who will hereby be obligated for any such debt, obligation or liability of the Company to the extent not satisfied by the Company.

(c)No interest shall be paid by the Company on capital contributions.

(d)A Holder shall not be entitled to receive any distributions from the Company except as provided in Articles III and V; nor shall a Holder be entitled to make any capital contribution to the Company other than as expressly provided herein.

ARTICLE III

DISTRIBUTIONS AND ALLOCATIONS

3.1Distributions. The Member(s) shall determine profits available for distribution and the amount, if any, to be distributed to the Member(s), and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Member(s). The distributions of the Company shall be allocated entirely to the Member(s). Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Holder on account of his, her or its Common Units in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

3.2Allocations. Except as may be required by the Code, each item of income, gain, loss, deduction or expense to the Company shall be allocated among the Holder(s) in proportion to the number of Common Units held by each Holder.

ARTICLE IV

MANAGEMENT

4.1Management Authority.

(a)The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Member(s), and the Member(s) shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes.

(b)The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.

(c)Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as provided for hereunder.

(d)Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time

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as the Member(s) holding a Majority in Interest shall determine. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting.

(e)Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

(f)The Member(s) may appoint such officers, to such terms and to perform such functions as the Member(s) shall determine in its or their sole discretion. The Member(s) may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it or they shall determine in its or their sole discretion. The Member(s) may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Member(s) may from time to time deem appropriate in its or their sole discretion.

(g)When the taking of such action has been authorized by the Member(s), any officer of the Company or any other person specifically authorized by the Member(s) may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, in accordance with the terms hereof or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

4.2Exculpation. No Covered Person shall be liable to any person or entity for any loss, liability or expense suffered by the Company unless such action or omission is not indemnifiable pursuant to Section 4.3 below. Any Covered Person may consult with counsel and accountants in respect of Company affairs, and provided such person or entity acts in good faith reliance upon the advice or opinion of such counsel or accountants, such person or entity shall not be liable for any loss suffered by the Company in reliance thereon.

4.3Indemnification.

(a)Generally. Except as limited by law and subject to the provisions of this Section 4.3, each Covered Person shall be entitled to be indemnified and held harmless on an as incurred basis by the Company to the fullest extent permitted under the Act (including indemnification for negligence) against all losses, liabilities and expenses, including attorneys’ fees and expenses, arising from claims, actions and proceedings in which such Covered Person may be involved, as a party or otherwise, by reason of his being or having been a Covered

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Person. The rights of indemnification provided in this Section 4.3 will be in addition to any rights to which such Covered Person may otherwise be entitled by contract or as a matter of law and shall extend to his successors and assigns. In particular, and without limitation of the foregoing, such Covered Person shall be entitled to indemnification by the Company against expenses as and when incurred (including attorneys’ fees and expenses) by such Covered Person upon the delivery by such Covered Person to the Company of a written undertaking (reasonably acceptable to the Member(s)) to repay such amounts if it is ultimately determined that such Covered Person was not entitled to indemnification hereunder. The right to indemnification conferred in this Section 4.3 shall be a contract right and, subject to Section 4.3(c) hereof, shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition. The Company may, to the extent authorized from time to time by the Member(s), grant rights to indemnification and to advancement of expenses to any employee or agent of the Company to the fullest extent of the provisions of this Section 4.3 with respect to the indemnification and advancement of expenses of the Covered Person.

(b)Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 4.3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Company’s certificate of formation, agreement, vote of unitholders or disinterested directors or otherwise.

(c)Expenses. Expenses incurred by any Covered Person described in Section 4.3(a) in defending a proceeding shall be paid by the Company in advance of such proceeding’s final disposition (provided that, if such Covered Person is or was an executive of the Company or its subsidiaries, such advancement will be made unless otherwise determined by the Member(s) in the specific case) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Member(s) deem appropriate.

4.4Transfer of Company Interest.

(a)No Holder shall transfer all or any portion of his, her or its Common Units in the Company without the unanimous prior written consent of the Members, which consent may be given or withheld in each Member’s sole discretion. Other than as collateral security for loans provided to the Member(s) or Affiliates thereof, no Holder shall pledge or otherwise encumber all or any portion of his, her or its Common Units without the unanimous prior written consent of the Members, which consent may be given or withheld in each Member’s sole and absolute discretion.

(b)Notwithstanding any other provision of this Agreement and to the fullest extent permitted by law, any Transfer by the Holders in contravention of any of the provisions of this Section 4.4 shall be void and ineffective, and shall not bind, or be recognized by, the Company.

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(c)If and to the extent any Transfer of any Common Units is permitted hereunder, this Agreement (including the exhibits hereto) shall be amended by the Member(s) to reflect the Transfer of the Common Units to the transferee, to admit the transferee as a Member and to reflect the withdrawal of the transferring Holder (or the reduction of such transferring Holder’s Common Units). The effectiveness of the Transfer of any Common Units permitted pursuant to this Section 4.4 shall be deemed effective immediately prior to the Transfer of such Common Units to such Holder or, if later, on the first date that the Member(s) receive evidence of such Transfer, including the terms thereof. The admission of any substitute Member pursuant to this Section 4.4 shall be deemed to occur immediately prior to the effectiveness of such Transfer. If the transferring Holder has transferred all or any of its Common Units pursuant to this Section 4.4, then, immediately following the effectiveness of such Transfer, the transferring Holder shall cease to be a Holder with respect to such Common Units.

(d)A Transfer by a Member or other Person shall not itself dissolve the Company or entitle the Assignee to become a Member or exercise any rights of a Member. An Assignee that is not admitted as a Member pursuant to this Section 4.4 shall be entitled only to the Economic Interest with respect to the Common Units held thereby and shall have no other rights with respect to the Common Units Transferred, including, without limitation, to any information or accounting of the affairs of the Company, to inspect the books or records of the Company or to any other information to which a Member would be entitled under Section 18-305 of the Act (subject to the terms of this Agreement). If an Assignee becomes a Member in accordance with this Section 4.4, the voting and other rights associated with the Common Units held by the Assignee shall be restored and be held by the Assignee as a Member, along with all other rights attendant to the Common Units Transferred.

(e)If the Majority in Interest elects to consummate a transaction constituting a Sale of the Company, the Majority in Interest shall notify the Company and the other Holders in writing of that election and the other Holders will consent to and raise no objections to the proposed transaction, and the Holders and the Company will take all other actions reasonably necessary or desirable to cause consummation of such Sale of the Company on the terms proposed by the Majority in Interest. Without limiting the foregoing, the Holders will agree to sell their pro-rata share of the Common Units being sold in such Sale of the Company on the terms and conditions approved by the Majority in Interest (provided that all of the holders of Common Units shall receive the same form and amount of consideration per Common Unit).

4.5Additional Members. The Member(s) shall have the sole right to admit additional Members upon such terms and conditions and at such time or times as the Member(s) shall in its or their sole discretion determine. In connection with any such admission, the Member(s) shall amend Schedule I to reflect the name, address and number of Common Units allocated to the additional Member.

4.6Business Opportunities. Each of the Company and each Member acknowledges and agrees that: (a) Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd, their respective affiliates and their respective shareholders, directors, officers, controlling persons, partners, members, and employees (collectively, the “Investor Group”) (i) have investments or other business relationships with entities engaged in other businesses (including those which may compete with the business of the Company and any of its

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subsidiaries or areas in which the Company or any of its subsidiaries may in the future engage in business) and in related businesses other than through the Company or any of its subsidiaries, (ii) may develop a strategic relationship with businesses that are or may be competitive with the Company or any of its subsidiaries and (iii) will not be prohibited by virtue of such Investor Group member’s investment in the Company or its subsidiaries, or such Investor Group member’s service on any subsidiary’s board of directors or board of managers, as applicable, from pursuing and engaging in any such activities; (b) neither the Company nor any other Member shall have any right in or to such other ventures or activities or to the income or proceeds derived therefrom; (c) no member of the Investor Group shall be obligated to present any particular investment or business opportunity to the Company even if such opportunity is of a character which, if presented to the Company, could be undertaken by the Company, and in fact, each member of the Investor Group shall have the right to undertake any such opportunity for itself for its own account or on behalf of another or to recommend any such opportunity to other persons; and (d) each member of the Investor Group may enter into contracts and other arrangements with the Company and its affiliates from time to time on terms approved by the Member(s) and its or their affiliates. Each of the Company and the Member(s) hereby waives, to the fullest extent permitted by applicable law, any claims and rights that such person may otherwise have in connection with the matters described in this Section 4.6. Without limiting the foregoing, each Member hereby acknowledges that he, she or it is familiar with the existence of, and hereby approves of, any agreement between Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or their respective affiliates and the Company or any of its subsidiaries which provides management and transaction fees to Carlyle Strategic Partners II, L.P., CSP II Coinvestment, L.P., Sola Ltd, Ultra Master Ltd or any of their respective affiliates.

ARTICLE V

DURATION

5.1Duration. The Company shall be dissolved and its affairs wound up and terminated upon the first to occur of the following:

(a)The unanimous determination of the Members to dissolve the Company;

(b)Except if otherwise agreed in writing unanimously by the Members, the death, retirement, resignation, expulsion, withdrawal, bankruptcy or dissolution of any Member; or

(c)The entry of a decree of judicial dissolution under Section 18-802 of the Act.

Except as otherwise set forth in this Article V, the Member(s) intend for the Company to have perpetual existence.

5.2Winding Up.

Upon dissolution of the Company, the Company shall be liquidated in an orderly manner. MD Investors Corporation shall be the liquidating trustee pursuant to this Agreement

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and shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. The steps to be accomplished by the liquidating trustee are as follows:

(a)First, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to creditors other than Holders (whether by payment or the reasonable provision for payment thereof);

(b)Second, the liquidating trustee shall satisfy all of the Company’s debts and liabilities to Holders (whether by payment or the reasonable provision for payment thereof); and

(c)Third, all remaining assets shall be distributed to the Holders in accordance with Section 3.1 above.

5.3Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Holders in the manner provided for in this Article V, and the Certificate of Formation shall have been cancelled in the manner required by the Act.

ARTICLE VI

VALUATION

6.1Valuation. For purposes of this Agreement, the value of any property contributed by or distributed to any Holder shall be valued as determined in good faith by the Member(s).

ARTICLE VII

CERTIFICATION OF LIMITED LIABILITY COMPANY INTERESTS

7.1Limited Liability Company Interests. All Common Units issued hereunder shall be certificated.

7.2Certificates.

(a)Upon the issuance of Common Units to any Member in accordance with the provisions of this Agreement, the Company shall issue one or more Certificates in the name of such Member. Each such Certificate shall be denominated in terms of the number of Common Units evidenced by such Certificate and shall be signed by an authorized officer or MD Investors Corporation on behalf of the Company.

(b)The Company shall issue a new Certificate in place of any Certificate previously issued if the holder of the Common Units represented by such Certificate, as reflected on the books and records of the Company:

(i)makes proof by affidavit, in form and substance satisfactory to the Member(s), that such previously issued Certificate has been lost, stolen or destroyed;

9

(ii)requests the issuance of a new Certificate before the Member(s) have notice that such previously issued Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii)if requested by the Member(s), delivers to the Company a bond, in form substance satisfactory to the Member(s), with such surety or sureties as the Member(s) may direct, to indemnify the Company and the Member(s) against any claim that may be made on account of the alleged loss, destruction or theft of the previously issued Certificate; and

(iv)satisfies any other reasonable requirements imposed by the Member(s).

(c)Upon a Member’s Transfer in accordance with the provisions of this Agreement of any or all Common Units represented by a Certificate, the transferee of such Common Units shall deliver such Certificate to the Member(s) for cancellation, and the Member(s) shall thereupon issue a new Certificate to such transferee for the number of Common Units being transferred and, if applicable, cause to be issued to such Member a new Certificate for that number of Common Units that were represented by the canceled Certificate and that are not being Transferred.

ARTICLE VIII

BOOKS OF ACCOUNT

8.1Books. The Member(s) will maintain on behalf of the Company complete and accurate books of account of the Company’s affairs at the Company’s principal office, which books will be open to inspection by any Member (or his authorized representative) at any time during ordinary business hours and shall be maintained in accordance with the Act.

8.2Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as may be required by the Code or determined by the Member(s).

ARTICLE IX

MISCELLANEOUS

9.1Amendments. This Agreement may be amended or modified and any provision hereof may be waived only by the Majority in Interest; provided, however, that any amendment or modification reducing disproportionately a Holder’s Common Units or other interest in the profits or losses or in distributions or increasing such person’s or entity’s capital contribution shall be effective only with that person’s or entity’s consent.

9.2Successors. Except as otherwise provided herein, this Agreement will inure to the benefit of and be binding upon the Holders and their respective legal representatives, heirs, successors and assigns.

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9.3Tax Matters. As of the date of this Agreement, the Company is wholly owned by the Member listed on Schedule I and, for purposes of the Code, is disregarded as an entity separate from such Member. If the Company ever has more than one Member, this Agreement shall be amended, as necessary, to comply with the Code, including, if relevant, Section 704.

9.4Governing Law; Severability. The Agreement will be construed in accordance with the laws of the State of Delaware (without regard to conflict of laws principles), and, to the maximum extent possible, in such manner as to comply with an the terms and conditions of the Act. If it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

9.5Notices. All notices, demands and other communications to be given and delivered under or by reason of provisions under this Agreement shall be in writing and shall be deemed to have been given when personally delivered, mailed by first class mail (postage prepaid and return receipt requested), sent by telecopy or sent by reputable overnight courier service (charges prepaid) to the addresses or telecopy numbers set forth in Schedule I hereto or to such other addresses or telecopy numbers as have been supplied in writing to the Company.

9.6Complete Agreement; Headings, Counterparts. This Agreement terminates and supersedes all other agreements concerning the subject matter hereof previously entered into among any of the parties, including the Original Agreement. Descriptive headings are for convenience only and will not control or affect the meaning or construction of any provision of this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or the neuter gender shall include the masculine, the feminine and the neuter. This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts together will constitute one Agreement.

9.7Opt-in to Article 8 of the Uniform Commercial Code. The Holders hereby agree that the Common Units shall be securities governed by Article 8 of the Uniform Commercial Code of the State of Delaware (and the Uniform Commercial Code of any other applicable jurisdiction).

9.8Partition. Each Holder waives, until dissolution of the Company, any and all rights that it may have to maintain an action for partition of the Company’s property.

* * * * * * * * *

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Limited Liability Company Agreement to be signed as of the date first above written.

MD INVESTORS CORPORATION
By:	/s/ Thomas A. Amato
Name:	Thomas A. Amato
Its:	President and Chief Executive Officer

[Signature Page to Metaldyne, LLC Amended and Restated Limited Liability Company Agreement]

SCHEDULE I

MEMBER(S)	COMMON UNITS	CAPITAL CONTRIBUTION
MD Investors Corporation c/o The Carlyle Group 520 Madison Avenue, 39th Floor New York, New York 10022	1,000	$	10.00

EX-3.92

Exhibit 3.92

Stale of Delaware
Secretary of State
DIVISION of Corporations
Delivered 04:48 PM 02/16/2017
FILED 04:48 PM 02/161017
SR 2017077462 · File Number 6318770

STATE OF DELAWARE

LIMITED LIABILITY COMPANY
CERTIFICATE OF FORMATION

First: The name of the limited liability company is Gear Design and Manufacturing, LLC.

Second: The address of its registered office in the State. of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of its Registered Agent at such, address is The Corporation Trust Company.

In Witness Whereof, the undersigned. has executed this Certificate of Formation this 11th day of February 2017.

By:	/s/ Jan van Dijk
	Jan van Dijk, Authorized Person

EX-3.93

Exhibit 3.93

LIMITED LIABILITY COMPANY AGREEMENT

OF

GEAR DESIGN AND MANUFACTURING, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) is dated as of [2-16], 2017, and is entered into by and between GEAR DESIGN AND MANUFACTURING, LLC, a Delaware limited liability company (“Company”), and METALDYNE POWERTRAIN COMPONENTS, INC., a Delaware corporation and the sole member of the Company (“Member”).

The Company and Member agree as follows:

1.Formation; Name. The Company has been formed pursuant to the provisions of the Delaware Limited Liability Company Act (“Act”) by the execution and filing of its certificate of formation (as the same may be amended, the “Certificate”) with the Delaware Secretary of State (“Secretary of State”). The name of the Company is as set forth in the Certificate.

2.Offices. The principal office and any additional office of the Company will be at such place or places inside or outside the state of Delaware as the Member may designate from time to time. The initial registered office of the Company and its resident agent are as set forth in the Certificate and as may be changed in accordance with the provisions of the Act.

3.Member. The Member has acquired all of the interests in and been properly admitted as the sole member of the Company. The name and address of the Member are:

Metaldyne Powertrain Components, Inc.

One Towne Square, Suite 550

Southfield, Michigan 48076

4.Management of Company.

(a)General Management. The Company shall be managed by or under the authority of one or more Managers who will, to the fullest extent permitted by the Act, be in charge of the conduct and operation of the business of the Company and its properties. A Manager shall serve until the Manager’s resignation or removal. The Managers may delegate such management authority to such persons or entities as the Managers determine and may give such persons or entities titles such as general manager, director, principal, president, vice president, secretary, and treasurer, as the Managers determine with such rights and duties as may be specified by the Managers.

(b)Initial Manager. The Company shall be managed by one manager. The number of managers may be increased or decreased from time to time by the Member. The initial manager (“Manager”) is:

Metaldyne Powertrain Components, Inc.

(c)Resignation, Death, or Incapacity of Manager. A Manager may resign from the Company by giving 10 days’ advance written notice of the Manager’s resignation to the Member. A Manager shall be deemed to have resigned upon the dissolution of the Manager, or in the case of a manager that is an individual, upon the Manager’s death or if the Manager is incapable for 90 days or more in any consecutive 12 month period of participating in the conduct of the business of the Company in the same manner in which the Manager participated prior to the incapacity.

(d)Removal of Manager. A Manager may be removed at any time by the Member, with or without cause.

(e)Vacancies. A vacancy occurring for any reason may be filled as determined by the Member.

(f)Manager as Agents; Other Business Activities. The Manager is an agent of the Company for the purpose of the Company’s business, and the acts of the Manager, including the execution in the Company’s name of any instrument, bind the Company. All documents executed on behalf of the Company shall require the signature (or written consent in lieu of signature) of the Manager, unless such authority has been delegated to other persons or entities. No Person transacting business with the Company shall be under a duty to inquire as to the authority of the Manager to act on behalf of the Company. The Manager may engage in any other business activity, including business activities which may be in competition with the Company.

(g)Duties of the Manager. The Manager shall discharge the Manager’s duties as a manager in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the Manager reasonably believes to be in the best interests of the Company.

(h)Reliance on Reports. A Manager shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports and statements presented to the Company by any of its other Managers, Members, officers, employees or committees of the Company or any other person as to matters the Manager reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be made.

(i)Time and Compensation. The Manager shall devote such time to management as the Manager deems to be necessary to conduct the Company’s business. The Manager shall be entitled to be reimbursed by the Company, as an expense of the Company, for

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the actual, reasonable, and necessary expenses incurred by it on behalf of the Company, upon submitting an itemized account of the expenses to the Company.

(j)Indemnification. The Company shall, to the fullest extent permitted by the Act, indemnify, hold harmless, and advance expenses to, the Manager and any of its or the Company’s members, managers, directors, principals, officers, and employees from, against, and for any and all losses, expenses (including attorneys’ fees), claims, and demands sustained by reason of any acts or omissions, or alleged acts or omissions, including judgments, settlements, penalties, fines, or expenses (including attorneys’ fees) incurred in a proceeding to which the Manager, any of its or the Company’s members, managers, directors, principals, officers, or employees is a party or threatened to be made a party because the person holds or held such position; provided, however, that the Company shall have no obligation to indemnify or hold harmless any person for actions or omissions that constitute fraud, deceit, gross negligence, or willful misconduct. The Company may purchase and maintain insurance on behalf of any person against any liability or expense asserted against or incurred by the person in any such capacity or arising out of such person’s status, whether or not the Company could indemnify the person against such liability.

5.Capital Contributions; Accounting.

(a)The Member will have no obligation to make any capital contributions to the Company.

(b)The operations of the Company will be treated for federal tax purposes as the operations of the Member.

(c)The fiscal year of the Company will be the fiscal year of the Member. The books and records of the Company will be maintained in accordance with good accounting practices.

(d)Real and personal property owned by the Company will be held, and conveyance made, in the Company’s name. Funds of the Company will be deposited in the name of the Company with the financial institutions and in the accounts as determined by the Manager, subject to authorized signatures that the Manager may determine.

6.Additional Members. The Company may admit one or more additional Members upon such terms and conditions, and for such capital contributions, as may be determined by the Company and the Member. No additional members may be admitted unless a new limited liability company agreement is adopted that provides for voting rights, allocations of profit and loss, timing of distributions, designation of a tax matters partners, and other matters customarily addressed in a limited liability company agreement. Any admission of an additional member without such actions will be void.

7.Distributions. Distributions of cash or other assets of the Company will be made at such times and in such amounts as the Manager may determine; provided, however, that a distribution will not be made if the Company would not be able to pay its debts as they become due in the usual course of business, or the Company’s total assets would be less than the sum of its total liabilities, except as permitted by the Act.

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8.Limitation on Liability. The Member is not liable for the acts, debts or obligations of the Company.

9.Amendment. This Agreement may be amended only in writing signed by the Member and the Company specifically stating that this Agreement is amended.

10.Governing Law. All questions relating to the interpretation or enforcement of this Agreement shall be construed according to the laws of the State of Delaware.

11.Severability. Each provision of this Agreement will be considered severable, and if for any reason any provision of this Agreement is determined to be invalid and contrary to any existing or future law, the invalidity shall not impair the operation of or affect those portions of this Agreement that are valid.

12.No Third Party Beneficiaries. Nothing contained in this Agreement shall create or be deemed to create any rights or benefits in any third parties.

GEAR DESIGN AND MANUFACTURING, LLC
By	/s/ Jan Van Dijk
Name	Jan Van Dijk
Title	Treasurer
Company
METALDYNE POWERTRAIN COMPONENTS, INC.
By	/s/ Thomas M. Dono Jr.
Name	Thomas M. Dono Jr.
Title	Secretary
Member

4

EX-3.94

Exhibit 3.94

CONSENT OF MEMBER AND MANAGER
OF
GEAR DESIGN AND MANUFACTURING, LLC

As of February 16, 2017

The undersigned, being the sole member of Gear Design and Manufacturing, LLC, a Delaware limited liability company (the “Company”) consents to the following resolutions in lieu of a meeting of the Company’s member pursuant to the Delaware Limited Liability Company Act:

Appointment of Manager

RESOLVED, that the Company shall be managed under the authority of one or more managers as designated from time to time by the Member, and that the initial manager of the Company shall be the Member.

Adoption of Limited Liability Company Agreement

WHEREAS, the Member has reviewed a Limited Liability Company Agreement pertaining to the Company, dated as of the same date as this Consent (the “LLC Agreement”), and has determined that the adoption of the LLC Agreement is in the best interests of the Company and its member;

RESOLVED, that the Member hereby consents to and adopts the LLC Agreement.

Appointment of Directors

WHEREAS, Section 4(a) of the LLC Agreement provides that the Managers may delegate such management authority to persons or entities and the Managers determine and may give such persons or entities titles such as general manager, director, principal, president, vice president, secretary, and treasurer, as the Managers determine, with such rights and duties as may be specified by the Managers;

RESOLVED, that the Member, in its capacity as Manager of the Company, hereby appoints Benjamin Schmidt, Jan van Dijk and Mark Blaufuss as Directors of the Company;

FURTHER RESOLVED, that each Director of the Company shall have authority to make and enter into contracts and other obligations on behalf of the Company, which contracts and obligations, when executed by a Director, shall constitute valid and binding obligations of the Company.

Bank Account

RESOLVED, that the officers of the Manager, and each of them, and any person(s) to whom such an officer delegates such authority, are authorized to designate one or more depositories for the Company upon the terms and conditions set forth in such depository’s standard form of depository resolution, which terms and conditions are approved and adopted as if they were completely set forth in this resolution, and any individual named by any officer of the Manager shall be an authorized signatory. The certification by any officer of the Manger of the existence of a depository relationship, such an officer’s adoption and approval of the standard terms and conditions, and the identity of the authorized signatories shall be conclusive proof of such matters.

General Authorization

RESOLVED, that the Manager is authorized and directed to take any additional actions and to enter into any agreements or arrangements as any officer of the Manager determines is necessary, appropriate, or in the Company’s best interests in order to carry out these resolutions; and

FURTHER RESOLVED, that this Consent of Member shall be effective as of the date first written above and filed with the minutes of the Company.

* * *

The undersigned has executed this Consent of Member as of the date first set forth above.

METALDYNE POWERTRAIN COMPONENTS, INC.
By	Thomas M. Dono Jr.
Its	Secretary

EX-3.95

Exhibit 3.95

ARTICLES OF INCORPORATION

OF

BERLIN FOUNDRY CORPORATION

These Articles of Incorporation are executed by the undersigned for the purpose of forming a Wisconsin corporation under Chapter 180 of the Wisconsin Statutes:

ARTICLE I

The name of the corporation is Berlin Foundry Corporation.

ARTICLE II

The period of existence of the corporation shall be perpetual.

ARTICLE III

The corporation is authorized to engage in any lawful activity for which corporations may be organized under Chapter 180 of the Wisconsin Statutes and any successor provisions.

ARTICLE IV

The aggregate number of shares which the corporation shall have authority to issue is Five Hundred Sixty Thousand (560,000) shares, designated by class and par value as follows:

Class	Number of Shares	Par Value Per Share
Class A Common Stock	280,000	Ten Cents ($.10)
Class B Common Stock	280,000	Ten Cents ($.10)

[ILLEGIBLE]

ARTICLE V

The respective preferences, limitations, designations and relative rights of the classes of stock which the corporation is authorized to issue are as follows:

5.1.  Class A Common Stock.

5.1.1.  Voting.  Except as otherwise required by the Wisconsin Business Corporation Law, all of the voting power of the corporation shall be vested in the holders of the Class A Common Stock, and each holder of the Class A Common Stock shall have one (1) vote for each share of Class A Common Stock held by him/her of record of all matters voted upon by the stockholders.

5.1.2.  Dividends.  The Board of Directors may, from time to time, declare a dividend on the Common Stock out of the unreserved, but unrestricted, earned surplus of the corporation, and the holders of the Class A Common Stock and the holders of the Class B Common Stock shall share ratably in any such dividend in proportion to the number of shares held by each, irrespective of the class to which such shares belong.

5.1.3.  Liquidation.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets of the Corporation shall be distributed ratably among the holders of the Class A Common Stock and the Class B Common Stock in proportion to the number of shares held by each, irrespective of the class to which such shares belong.

5.2.  Class B Common Stock.

5.2.1.  Voting.  Except as otherwise required by the Wisconsin Business Corporation Law, the holders of Class B Common Stock shall possess no voting rights with respect to such shares.

5.2.2.  Other Rights.  Except for the right to vote, the Class B Common Stock shall be subject to and have the identical rights, privileges and restrictions as the Class A Common Stock.

ARTICLE VI

The registered office of the corporation is located at 242 South Pearl Street, in the City of Berlin, Green Lake Courvty, Wisconsin 54923 and the name of its registered agent at such address is Walter L. Nocito.

ARTICLE VII

The number of directors constituting the initial Board of Directors of the corporation shall be as provided in the By-Laws of the corporation. The number of directors of the corporation may be changed from time to time by the By-Laws of the corporation, but in no case shall be less than one (1).

ARTICLE VIII

The name and address of the incorporator is Peter M. Sommerhauser, 780 North Water Street, Milwaukee, Wisconsin 53202.

Executed in duplicate this 18th day of November, 1985.

/s/ Peter M. Sommerhauser

Peter M. Sommerhauser

STATE OF WISCONSIN	)
	)  SS
COUNTY OF MILWAUKEE	)

Personally came before me this 18th day of November, 1985, the above named Peter M. Sommerhauser, to me known to be the person who executed the foregoing instrument and acknowledged the same.

/s/ [ILLEGIBLE]

Notary Public, State of Wisconsin

My Commission:  expires July 10, 1988

This instrument was drafted by:

Peter M. Sommerhauser

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin 53202

$70 Articles

Green Lake

STATE OF WISCONSIN

FILED

NOV 20 1985

DOUGLAS LA FOLLETTE

SECRETARY OF STATE

PLEASE RETURN TO:

/s/ [ILLEGIBLE]

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, WI 53202

DFI/CORP/30 DOCUMENT 2011 United States of America State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS

To All to Whom These Presents Shall Come, Greeting:

I, Mary Ann McCoshen, Administrator, Division of Corporate and Consumer Services, Department of Financial Institutions, do hereby certify that the annexed copy has been compared with the document on file in the Corporation Section of the Division of Corporate & Consumer Services of this department, and that the same is a true copy thereof; and that I am the legal custodian of said document, and that this certification is in due form.

	IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal of the Department.
	/s/ Mary Ann McCoshen
	MARY ANN McCOSHEN, Administrator Division of Corporate and Consumer Services Department of Financial Institutions
DATE:      MAR 27 2017	BY:	/s/ [ILLEGIBLE]

RECEIVED - DEPT OF FINANCIAL INSTITUTIONS STATE OF WISCONSIN 05 JUN 30 PM 2: 15 01 I017067 01 B029094 [ILLEGIBLE]

ARTICLES OF MERGER

OF

HI-TECH, INC., AN INDIANA CORPORATION,

IROQUOIS FOUNDRY CORPORATION, A WISCONSIN CORPORATION

BOHN ALUMINUM, INC., AN INDIANA CORPORATION

INTO

BERLIN FOUNDRY CORPORATION, A WISCONSIN CORPORATION

Pursuant to the provisions of Section 180.1105 of the Wisconsin Business Corporation Law, the above domestic and foreign corporations have adopted the following Articles of Merger:

FIRST:            The names of the non-surviving parties to the merger and the names of the states under the laws of which such corporations are organized are as follows:

Name	Type of Entity	State
HI-TECH, Inc.	Business Corporation	Indiana
Iroquois Foundry Corporation	Business Corporation	Wisconsin
Bohn Aluminum, Inc.	Business Corporation	Indiana

SECOND:       The name of the surviving corporation is Berlin Foundry Corporation, and it is a business corporation organized under the laws of the State of Wisconsin.

THIRD:          The Plan of Merger attached to these Articles of Merger as Exhibit “A” and incorporated herein by this reference was approved by each business entity that is a party to the merger in the manner required by the laws applicable to each business entity, and in accordance with Section 180.1103 of the Wisconsin Business Corporation Law.

FOURTH:      These Articles of Merger, when filed, shall be effective on July 1, 2005 at 8:00am.

FIFTH:           As stated in the Plan of Merger attached hereto as Exhibit A, the Articles of Incorporation of the Surviving Corporation (Berlin Foundry Corporation) shall hereby be amended in accordance with the Wisconsin Act, as follows:

The Articles of Incorporation shall be amended to reflect the change of the name of the Surviving Corporation by deleting the heading in its entirety and substituting in lieu thereof the following:

ARTICLES OF INCORPORATION

OF

CITATION FOUNDRY CORPORATION

#. A
292312 OCORP150          $150.00

JUN 30 2005 02:51 PM

#. B
292312 EXPEDITE25      $25.00

The Articles of Incorporation shall be amended to reflect the change of the name of the Surviving Corporation by deleting Article I in its entirety and substituting in lieu thereof the following:

ARTICLE I

The name of the corporation is Citation Foundry Corporation.

** the remainder of this page is intentionally left blank **

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Executed on the 29th day of June, 2005

SURVIVING BUSINESS ENTITY:
BERLIN FOUNDRY CORPORATION
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
OTHER PARTIES TO THE MERGER:
HI-TECH INC.
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
IROQUOIS FOUNDRY CORPORATION
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
BOHN ALUMINUM, INC.
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President

This document was executed outside the State of Wisconsin.

3

EXHIBIT A

PLAN OF MERGER

OF

HI-TECH, INC., AN INDIANA CORPORATION,

IROQUOIS FOUNDRY CORPORATION, A WISCONSIN CORPORATION

BOHN ALUMINUM, INC., AN INDIANA CORPORATION

INTO

BERLIN FOUNDRY CORPORATION, A WISCONSIN CORPORATION

THIS PLAN OF MERGER by and among HI-TECH, INC., an Indiana Corporation (“HI-TECH”), IROQUOIS FOUNDRY CORPORATION, a Wisconsin Corporation (“Iroquois”), BOHN ALUMINUM, INC., an Indiana Corporation (“Bohn”), and BERLIN FOUNDRY CORPORATION, a Wisconsin Corporation (“Corporation”).

W I T N E S S E T H:

WHEREAS, it has been proposed that the HI-TECH, Iroquois, and Bohn shall merge with and into the Corporation, whereby Berlin Foundry Corporation will be the surviving entity of the merger, pursuant to Section 180.1100 to Section 180.1106 of the Wisconsin Business Corporation Law (the “Wisconsin Act”), and Section 23-1-40-1 to Section 23-1-40-8 of the Indiana Business Corporation Law (“Indiana Act”); and

WHEREAS, the board of directors and the shareholders of Iroquois have adopted and approved the merger in accordance with Section 180.1103 of the Wisconsin Act; the board of directors and the shareholders of Bonn have adopted and approved the merger in accordance with Section 23-1-40-3 of the Indiana Act; the board of directors and the shareholders of HI-TECH have adopted and approved the merger in accordance with Section 23-1-40-3 of the Indiana Act; the board of directors and the shareholders of the Corporation have adopted and approved the merger in accordance with Section 180.1103 of the Wisconsin Act;

NOW, THEREFORE, in consideration of the premises and of the mutual agreements of the parties, this Plan of Merger, and the terms and conditions hereof and the mode of carrying the same into effect, together with any provisions required or permitted to be set forth herein, are hereby determined and agreed upon as hereinafter set forth.

1.           The Merger.  As of the Effective Date (hereinafter defined), HI-TECH, Iroquois, and Bohn shall, pursuant to 180.1100 to Section 180.1107 of the Wisconsin Act and Section 23-1-40-1 to Section 20-1-40-8 of the Indiana Act, be merged with and Into the Corporation; the separate organizational existence of HI-TECH, Iroquois, and Bohn shall thereupon cease; and the Corporation (Berlin Foundry Corporation) shall be the entity surviving the merger and shall continue to exist as a Wisconsin corporation under the Wisconsin Act (the “Merger”). The Corporation shall hereinafter sometimes be referred to as the “Surviving Entity.” At the Effective Date, the Surviving Entity shall thereupon and thereafter possess all the rights, privileges, powers and franchises, of a public as well as of a private nature, of HI-TECH, Iroquois, Bohn and the Corporation (collectively referred to as the “Constituent Entities”), and shall be subject to all the restrictions, disabilities and duties of all of the Constituent Entities; and all the property, real, personal and mixed, and franchises of all of the Constituent Entities, and all debts due to any of the Constituent Entities on whatever account, including subscriptions to

shares and other choses in action belonging to any of the Constituent Entities, and all and every other interest shall be deemed to be transferred to and vested in the Surviving Entity without further act or deed; and all rights of creditors and all liens upon any property of any of the Constituent Entities shall be preserved unimpaired; and all debts, liabilities and duties of any of the Constituent Entities shall thenceforth attach to the Surviving Entity, and may be enforced against the Surviving Entity, to the same extent as if said debts, liabilities and duties had been incurred or contracted by the Surviving Entity, all with the effect set forth in the Indiana Act and the Wisconsin Act.

2.             Articles of Incorporation; Amendment. The Articles of Incorporation of the Corporation, as amended, and as in effect immediately prior to the Effective Date, shall be the Articles of Incorporation of the Surviving Entity, except that as of the Effective Time, the Articles of Incorporation of the Surviving Corporation (Berlin Foundry Corporation) shall be amended in accordance with the Wisconsin Act, as follows:

The Articles of Incorporation shall be amended to reflect the change of the name of the Surviving Corporation by deleting the heading in its entirety and substituting in lieu thereof the following:

ARTICLES OF INCORPORATION

OF

CITATION FOUNDRY CORPORATION

The Articles of Incorporation shall be amended to reflect the change of the name of the Surviving Corporation by deleting Article I in its entirety and substituting in lieu thereof the following:

ARTICLE I

The name of the corporation is Citation Foundry Corporation.

3.Terms and Conditions of Merger.

(a)       After the execution of this Plan of Merger, the Surviving Entity will submit Articles of Merger to the Indiana Secretary of State in accordance with the Indiana Act (“Indiana Articles”), and submit Articles of Merger with the Wisconsin Department of Financial Institutions, or other appropriate entity, in accordance with the Wisconsin Act (“Wisconsin Articles”). The Indiana Articles shall be filed with the Secretary of State of Indiana and the Wisconsin Articles with the Wisconsin Department of Financial Institutions (or other appropriate entity), at any time after the date hereof and shall be and become effective on July 1, 2005, at 8:00am (the “Effective Date”).

(b)       The statutory merger provided for herein shall constitute a tax-free reorganization pursuant to the Internal Revenue Code of 1986, as amended.

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(c)            The Bylaws of the Corporation, as in effect immediately prior to the Effective Date, shall be the Bylaws of the Surviving Entity and shall continue in full force and effect until amended, changed or repealed as provided in the Articles of Incorporation, and Bylaws of the Surviving Entity, and in the manner prescribed by the Wisconsin Act.

(d)           Immediately after the Effective Date, the directors of the Corporation immediately prior to the Effective Date will be the directors of the Surviving Corporation, and the officers of the Corporation immediately prior to the Effective Date will be the officers of the Surviving Corporation, in each case until their successors are elected and qualified.

4.             Marnner and Basis of Converting Interest. The manner and basis of converting the shares in each corporation that is a party to the merger into shares of the Surviving Entity, and the mode of carrying the merger into effect are as follows:

(a)         At the Effective Time, all of the shares of stock of HI-TECH issued and outstanding immediately prior to the Effective Time of the Merger, as well as all authorized stock, shall be completely retired and canceled by virtue of the merger and without any action of HI-TECH or the holder of any of its shares.

(b)         At the Effective Time, all of the shares of stock of Iroquois issued and outstanding immediately prior to the Effective Time of the Merger, as well as all authorized stock, shall be completely retired and canceled by virtue of the merger and without any action of Iroquois or the holder of any of its shares.

(c)         At the Effective Time, all of the shares of stock of Bohn issued and outstanding immediately prior to the Effective Time of the Merger, as well as all authorized stock, shall be completely retired and canceled by virtue of the merger and without any action of Bohn or the holder of any of its shares.

(d)         Each issued and outstanding share of stock in the Corporation (of whatever class), as well as each authorized but unissued share of stock of the Corporation (of whatever class), will not be converted, exchanged or altered in any manner as a result of the Merger and will remain as stock of the Surviving Entity exactly as before the Merger, and the certificates which represented outstanding shares of stock of the Surviving Corporation prior to the Effective Date, without further action, shall continue to be and represent outstanding shares of stock of the Surviving Corporation thereafter without the issuance or exchange of new shares or share certificates. Each share of stock of the Surviving Entity outstanding immediately prior to the Effective Date of the Merger is to be an identical outstanding or treasury share of the Surviving Entity after the Effective Date of the Merger.

(e)         Citation Corporation, a Delaware corporation (“Citation”) is the sole owner of all of the shares of stock in each of the Constituent Entities, and will be the sole owner of all shares of stock of the Surviving Entity after the Merger; accordingly, it is not necessary for Citation to receive shares of stock (or any other cash or property) in exchange for the cancellation of its shares in HI-TECH, Iroquois, or Bohn.

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IN WITNESS WHEREOF, the undersigned has caused this Plan of Merger to be executed on this the 29th day of June, 2005. This document was executed outside the State of Wisconsin.

BERLIN FOUNDRY CORPORATION
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
HI-TECH, INC.
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
IROQUOIS FOUNDRY CORPORATION
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005
BOHN ALUMINUM, INC.
By:	/s/ Geoffrey A. Bell
	Geoffrey A. Bell
	Its Vice-President
	Date:	June 29, 2005

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 STATE OF WISCONSIN FIELD JUL - 1 2005 DEPARTMENT OF FINANCIAL INSTITUTIONS $150.00 & $25.00 Exp, articles of merger chap. 180 Merger: Iroquois Foundry Corporation (Wi Corp) *2 increased Foreign Corps (Non-Successor) Date: Berlin Foundry Corporation (Wi Corp) (Successor) - Successor changes Name- EFFECTIVE DATE: 7-1-2005 TAMMY/DAWN C T CORPORATION SYSTEM 8025 EXCELSIOR DR STE 200 MADISON WI 53717

 DFI/CORP/38 RECORD 2011 United States of America State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS To All to Whom These Presents Shall Come, Greeting: I, Mary Ann McCoshen, Administrator, Division of Corporate and Consumer Services, Department of Financial Institutions, do hereby certify that the annexed copy has been compared by me with the record on file in the Corporation Section of the Division of Corporate & Consumer Services of this department, and that the same is a true copy thereof and the whole of such record; and that I am the legal custodian of said record, and that this certification is in due form. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal of the Department on MARY ANN McCOSHEN, Administrator Division of Corporate and Consumer Services Department of Financial Institutions DATE: MAR 27 2017 BY:

B029094 10 FEB - I PM 3: Sec. 179.76(3) & (5), 180 1161(3) & (5), 181.1161(3) & (5) and 183.1207(3) & (5), Wis. stats. State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services CERTIFICATE OF CONVERSION 1. Before conversion: Company Name: Citation Foundry Corporation Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of Wisconsin (state or country *) 2. Does the converting entity have a fee simple ownership interest in any Wisconsin real estate? Yes No If yes, the entity is required to file a report with the Wisconsin Department of Revenue under section 73.14 of the Wisconsin Statutes. (See instructions.) * If a foreign (out-of-state) business entity is converting to a Wisconsin business entity, attach a certificate of status or document of similar import authenticated by the Secretary of State or other appropriate official in the jurisdiction where the foreign business entity is organized, to include the name of the business entity and its date of incorporation or formation. FEB 02 2010 07:48 AM 1 $150.00 10939 DCORP 3. After conversion: Company Name: Grede Wisconsin Subsidiaries LLC $150.00 Indicate (X) Entity Type Limited Partnership (Ch. 179, Wis. Stats.) Business Corporation (Ch. 180, Wis. Stats.) Nonstock Corporation (Ch. 181, Wis. Stats.) D Limited Liability Company (Ch. 183, Wis. Stats.) Organized under the laws of Wisconsin (state or country) Feb 02 2010 07:48 AM 10939 0.2 $25.00 FILING FEE - $150.00 Use of this form is mandatory DFI/CORP/1000(R06/06) EXPEDITE $25.00

 4. A Plan of Conversion containing all the following parts is attached as Exhibit A. (NOTE: A template for Plan of Conversion is included in this form. Use of the template is optional.) A. The name, form of business entity, and identity of the jurisdiction governing the business entity that is to be converted. B. The name, form of business entity, and identity of the jurisdiction that will govern the business entity after conversion. C. The terms and conditions of the conversion. D. The manner and basis of converting the shares or other ownership interests of the business entity that is being converted into shares or other ownership interests of the new form of business entity. E. The effective date and time of conversion, if the conversion is to be effective other than at the time of filing the certificate of conversion as provided under sec. 179.11(2), 180.0123, 181.0123 or 183.0111, whichever governs the business entity prior to conversion. F. A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion as Exhibit B. (NOTE: Templates for certificate of limited partnership, articles of incorporation, and articles of organization are included in this form. Use of the templates is optional.) G. Other provisions relating to the conversion, as determined by the business entity. 5. The Plan of Conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity. 6. Registered Agent (Agent for Service of Process) and Registered Office (Agent’s business office) of the business entity PRIOR TO CONVERSION: Registered Agent (Agent for Service of Process): CT Corporation System Registered Office: 8040 Excelsior Drive, Suite 200 Madison, Wl 53717 Additional Entry for a Limited Partnership only Record Office: 7. Registered Agent (Agent for Service of Process) and Registered Office (Agent’s business office) of the business entity AFTER CONVERSION: Registered Agent (Agent for Service of Process): CT Corporation System Registered Office in Wl (Street & Number, City, State (WI) and ZIP code): 8040 Excelsior Drive, Suite 200 Madison, Wl 53717 Additional Entry for a Limited Partnership only —» Record Office: DF1/CORP/1000(R06/06) 2

 8. Executed on February 1, 2010 (date) by the business entity PRIOR TO ITS CONVERSION. (Signature) Mark (X) below the title of the person executing the document. Douglas J. Grimm For a limited partnership (Printed Name) Title: Genera! Partner For a corporation For a limited liability company Title: President OR Secretary Title: Member OR Manager or other officer title INSTRUCTIONS (Ref. Sec. 179.76(3)&(5), 180.1161(3) & (5), 181.1161(3) & (5) and 183.1207(3)& (5), Wis. Stats. for document content) Submit one original and one exact copy along with the required filing fee of $150.00 to the address listed below. Make checks payable to the “Department of Financial Institutions”. Filing fee is nonrefundable. Sign the document manually or otherwise allowed under sec. 179.14 (lg)(c), 180.0103 (16), 181.0103 (23) or 183.0107 (lg)(c), Wis. Stats. Mailing Address: 1 Department of Financial Institutions Physical Address for Express Mail: Phone: 608-261-7577 Division of Corporate & Consumer Department of financial Institutions FAX:: 608-267-6813 Services Division of Corporate & Consumer Services TTY- 608-266-8818 PO Box 7846 345 W.Washington Ave-3rd Fl. Madison WI 53707-7846 Madison WI 53703 NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. Enter the company name, type of business entity, and state of organization of business entity prior to conversion. Definitions of foreign entity types are set forth in ss. 179.01(4), 180.0103(9), 181.0103(13) and 183.0102(8), Wis. Stats. If a foreign (out-of-state) business entity is converting to a Wisconsin business entity, attach a certificate of status or document of similar import authenticated by the Secretary of State or other appropriate official in the jurisdiction where the foreign business entity is organized, to include the name of the business entity and its date of incorporation or formation. 2. Select yes or no to indicate whether the converting entity has a fee simple ownership interest in any Wisconsin real estate. See sec. 73.14 and 77.25, Wis. Stats., or contact the Wisconsin Department of Revenue at (608)266-1594 for questions regarding fee simple ownership interest and the filing requirements with that department. 3 Enter the company name, type of business entity, and state of organization of business entity after conversion. DFL/CORP/1000(R06/06) 3

 Sec. 179.76(3) & (5), 180.1161(3) & (5), 181.1161(3)&(5)and 183.1207(3) & (5), Wis. Stats. State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services EXHIBIT A PLAN OF CONVERSION 1. Before conversion: Company Name: Citation Foundry Corporation Indicate (X) Limited Partnership (Ch. 179, Wis. Stats.) Organized under the Entity Type Business Corporation (Ch. 180, Wis. Stats.) laws of Nonstock Corporation (Ch. 181, Wis. Stats.) Wisconsin Limited Liability Company (Ch. 183, Wis. Stats.) (state or country) 2. After conversion: Company Name: Grade Wisconsin Subsidiaries LLC Indicate (X) Limited Partnership (Ch. 179, Wis Stats.) Organized under the Entity Type Business Corporation (Ch. 180, Wis. Stats.) laws of Nonstock Corporation (Ch. 181, Wis. Stats.) Wisconsin Limited Liability Company (Ch. 183, Wis. Stats.) (state or country) 3. The terms and conditions of the conversion. The effect of conversion shall be as provided by the applicable provisions of the Wisconsin Statutes. 4

 4. The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into shares or other ownership interests of the new form of business entity. Effective as of the effective date and time of conversion, all of the issued and outstanding capital stock of Citation Foundry Corporation shall automatically be converted into 100% of the membership interest of Grede Wisconsin Subsidiaries LLC and Citation Corporation, the sole shareholder of Citation Foundry Corporation immediately prior to conversion, shall be the sole member of Grede Wisconsin Subsidiaries LLC immediately after conversion. 5. Other provisions relating to the conversion, as determined by the business entity. None 6. (OPTIONAL) Effective Date and Time of Conversion The effective date and time of conversion shall be (date) at (time). (An effective date declared under this article may not be earlier than the date the document is delivered to the department for filing, nor more than 90 days after its delivery. If no effective date and time is declared, the effective date and time will be determined by sec. 179.11(2), 180.0123,181.0123 or 183.0111, whichever section governs the business entity prior to conversion.) 7. The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion is attached as Exhibit B. (NOTE: Templates for certificate of limited partnership, articles of incorporation, and articles of organization are included in this form. Use of the templates is optional) (Attach the appropriate governing document after conversion as Exhibit B) 5

 Articles of Organization For a Wisconsin Limited Liability Company (Ch. 183) EXHIBIT B Article 1. Name of the limited liability company Grede Wisconsin Subsidiaries LLC (Must end with “LLC” or contain other appropriate words or abbreviations. Sec sec. 183.0103, Wis. Stats.) Article 2. The limited liability company is organized under Ch. 183 of the Wisconsin Statutes. Article 3. The management of the limited liability company shall be vested in: a manager or managers OR Its members Article 4. Name of the registered agent; Article 5. Street address (in Wisconsin) of the registered office: CT Corporation System 8040 Excelsior Drive, Suite 200 Madison, Wl 53717 (NOTICE: Articles of Organization may contain only the above information.)

 STATE OF WISCONSIN FIELD JUL - 1 2005 DEPARTMENT OF FINANCIAL INSTITUTIONS Fee simple ownership interest Yes No for DFI use only) CERTIFICATE OF CONVERSION Gene P. Bowen Bodman LLP 201 W. Big Beaver Rd. Suite 500 Troy, Ml 48084 Enter your return address within the bracket above. Phone number during the day: (248 ) 743 — 6000 INSTRUCTIONS (Cont’d) 4. Attach the Plan of Conversion as Exhibit A. If the Plan of Conversion declares a specific effective time or delayed effective time and date, such date may not be prior to the date the document is delivered to the department for filing, nor more than 90 days after delivery. The drafter may use the template Plan of Conversion provided in this form or may prepare the Plan by other means. Use of the template is optional. 5. This article states that the Plan of Conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity prior to conversion. 6. Provide the name of the business entity’s registered agent and the address of its registered office prior to conversion. If the business entity is a domestic limited partnership, also provide the address of its record office. 7. Provide the name of the business entity’s registered agent and the address of its registered office after conversion. If the business entity after conversion will be a domestic limited partnership, also provide the address of its record office. NOTE: The address of the registered office must describe its physical location, i.e., street name and number, city (in Wisconsin) and ZIP code. P O Box addresses may be included as part of the address (if located in the same community), but are not sufficient alone. Compare the information supplied in Article 6 to see that it agrees with the information set forth in the articles of incorporation or similar governing document attached as Exhibit B. 8. Enter the date of execution and the name and title of the person signing the document. The person executing the document will do so in their capacity as an officer, member, etc., of the business entity prior to its conversion. For example, an officer of the corporation would sign a Certificate of Conversion converting a corporation to a limited liability company.

EX-3.96

Exhibit 3.96

United States of America State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services

To All to Whom These Presents Shall Come, Greeting:

I, Mary Ann McCoshen, Administrator of the Division of Corporate and Consumer Services, Department of Financial Institutions, do hereby certify that

GREDE WISCONSIN SUBSIDIARIES LLC

is a domestic corporation or a domestic limited liability company organized under the laws of this state and that its date of incorporation or organization is November 20, 1985.

I further certify that said corporation or limited liability company has, within its most recently completed report year, filed an annual report required under ss. 180.1622, 180.1921, 181.1622 or 183.0120 Wis. Stats., and that it has not filed articles of dissolution.

	IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the official seal of the Department on March 28, 2017.
	/s/ Mary Ann McCoshen
	MARY ANN MCCOSHEN, Administrator Division of Corporate and Consumer Services Department of Financial Institutions

DFI/Corp/33

To validate the authenticity of this certificate

Visit this web address: http://www.wdfi.org/apps/ccs/verify/

Enter this code:197602-59999C23

EX-3.97

Exhibit 3.97

LIMITED LIABILITY COMPANY

OPERATING AGREEMENT

OF

GREDE WISCONSIN SUBSIDIARIES LLC

Dated as of

February 2, 2010

OPERATING AGREEMENT
FOR
GREDE WISCONSIN SUBSIDIARIES LLC

A Wisconsin Limited Liability Company

THIS OPERATING AGREEMENT is made on February 2, 2010 by and between GREDE WISCONSIN SUBSIDIARIES LLC, a Wisconsin limited liability company, and the Member of the Company who agree as follows:

ARTICLE 1
DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

1.1 “Act” means the Wisconsin Limited Liability Companies Act, Wis. Stats. 183.0102 et seq., as may be amended.

1.2 “Admission Agreement” means the agreement executed by any new Member or by any assignee of any membership interest whereby the new Member agrees to be bound by the terms and conditions of this Agreement, the Articles and any other applicable laws or bylaws.

1.3 “Agreement” means this Agreement as it may be amended in accordance with the provisions of Section 10.6 hereof.

1.4 “Articles” means the Articles of Organization filed by the Company with the Wisconsin Department of Financial Institutions.

1.5 “Capital Account” means the financial record kept by the Company for each Member reflecting any and all capital transactions including, but not necessarily limited to, any capital contributions and any recognized gains or losses of the Company for tax purposes, for each Member in accordance with the terms of this Agreement.

1.6 “Capital Commitment” means the amount as set forth in Exhibit A that each Member agrees to contribute to the capital of the Company upon the execution of this Agreement.

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

1.8 “Company” means GREDE WISCONSIN SUBSIDIARIES LLC, a Wisconsin limited liability company.

1.9 “Electronic Transmission” means any form of communication that meets all of the following: (i) it does not directly involve the physical transmission of paper; (ii) it creates a record that may be retained and retrieved by the recipient; and (iii) it may be directly reproduced in paper form by the recipient through an automated process.

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1.10 “Member(s)” shall collectively refer to the persons who have an ownership interest in the Company and who either execute this Agreement or who shall hereafter be admitted as members of the Company. The term “Member” means any individual who is one of the Members of the Company.

1.11 “Regulations” means the regulations issued by the United States Department of Treasury under the Code.

1.12 “Sharing Ratio” means the percentage interest of each Member in the total capital of the Company as adjusted from time to time to reflect changes in the Capital Accounts of the Members’ and the total capital in the Company.

ARTICLE 2
ORGANIZATION

2.1 Formation. The Company has been organized as a Wisconsin limited liability company under and pursuant to the Act by the filing of the Articles with the Wisconsin Department of Financial Institutions.

2.2 Name. The name of the Company shall be GREDE WISCONSIN SUBSIDIARIES LLC. The Company may also conduct its business under one or more assumed names.

2.3 Purpose. The purposes of the Company are to engage in any activity for which limited liability companies may be formed under the Act. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

2.4 Duration. The Company shall continue in existence for the period fixed in the Articles as the duration of the Company or until the Company shall be sooner dissolved and its affairs wound up in accordance with the Act or this Agreement.

2.5 Effective Date. This Agreement shall be effective as of the earliest of the date of this Agreement and the date of filing of the Articles and shall continue until terminated.

2.6 Registered Office and Resident Agent. The Registered Office and Resident Agent of the Company shall be as designated in the initial Articles or any amendment thereof. The Registered Office and/or Resident Agent may be changed from time to time. Any such change shall be made in accordance with the Act. If the Resident Agent shall ever resign, the Company shall promptly appoint a successor.

2.7 Conflicts of Interest.

2.7.1 Nothing herein shall be construed to prevent any Member, or any entity in which such person may have an interest, from dealing with the Company in the following circumstances: (a) with the consent of the Members or (b) if (i) the compensation paid or promised for such goods or services is reasonable and is paid only for goods and services actually furnished to the Company, (ii) the goods or services to be furnished shall be reasonable for and necessary to the Company, (iii) the terms for the furnishing of such

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goods or services shall be at least as favorable to the Company as would be attainable in an arms-length transaction; and (iv) all compensation paid is disclosed to all Members. The burden of proving reasonableness with respect to transactions described in Subsection 2.7.1(b) above shall be upon the Member receiving the payment.

2.7.2 The Members may have other business interests and may engage in other activities in addition to those relating to the Company. The other business interests and activities of the Members may be of any nature or description and may be engaged in independently or with other Members. Neither the Company nor any Member shall have any right, by virtue of this Agreement or the Company created hereby, in or to such other ventures or activities of a Member or to the income or proceeds derived therefrom, and the pursuit of such ventures, even if competitive with the business of the Company, shall not be deemed wrongful or improper.

ARTICLE 3
BOOKS, RECORDS AND ACCOUNTING

3.1 Books and Records. The Company shall maintain complete and accurate books and records of the Company’s business and affairs as required by the Act and such books and records shall be kept at the Company’s Registered Office. The Company shall also maintain at its offices a list of the names and addresses of all Members, which any Member or his or her designated representative may inspect during business hours upon reasonable notice to the Company.

3.2 Fiscal Year; Accounting. The Company’s fiscal year shall be the calendar year. The accounting methods and principles to be followed by the Company shall be selected by the Members from time to time.

3.3 Reports. Reports concerning the financial condition and results of operation of the Company and the Capital Accounts of the Members shall be provided to the Members in the time, manner and form as the Members determine. Such reports shall be provided at least annually as soon as practicable after the end of each calendar year and shall include a statement of each Member’s share of profits and other items of income, gain, loss, deduction and credit.

3.4 Member’s Accounts. Separate Capital Accounts for each Member shall be maintained by the Company. Each Member’s Capital Account shall reflect the Member’s capital contributions and increases for the Member’s share of any net income or gain of the Company. Each Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

3.5 Distribution of Assets. If the Company at any time distributes any of its assets in-kind to any Member, the Capital Account of each Member shall be adjusted to account for that Member’s allocable share (as determined below) of the net profits or net losses that would have been realized by the Company had it sold the assets that were distributed at their respective fair market values immediately prior to their distribution.

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3.6 Sale or Exchange of Interest. In the event of a sale or exchange of some or all of a Member’s interest in the Company, the Capital Account of the transferring Member shall become the Capital Account of the assignee, to the extent it relates to the portion of the interest transferred.

3.7 Compliance with Section 704(b) of the Code. The provisions of this Article as they relate to the maintenance of Capital Accounts are intended, and shall be construed, and, if necessary, modified to cause the allocations of profits, losses, income, gains and credits pursuant to this Agreement to have substantial economic effect under the Regulations promulgated under §704(b) of the Code, in view of the distributions and capital contributions made pursuant to this Agreement.

ARTICLE 4
CAPITAL CONTRIBUTIONS

4.1 Initial Commitments and Contributions. By the execution of this Agreement, the initial Member hereby agrees to contribute to the Company, as the Capital Commitment, the cash and/or other property set opposite such Member’s name in the attached Exhibit A. The Member may pay the Capital Commitment according to any schedule established by the Member. The Sharing Ratio for the initial Member is also set forth in Exhibit A. Any additional Member (other than an assignee of a membership interest who has been admitted as a Member) shall make the capital contribution set forth in an Admission Agreement. No interest shall accrue on any capital contribution and no Member shall have any right to withdraw or to be repaid any capital contribution except as provided in this Agreement.

4.2 Additional Contributions. Additional capital over and above the Capital Commitment shall be paid to the Company by the Members as agreed by vote of the Members.

ARTICLE 5
ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations. Except as may be required by the Code or this Agreement, net profits, net losses, and other items of income, gain, loss, deduction and credit of the Company shall be allocated among the Members in accordance with their Sharing Ratios.

5.2 Distributions. Distributions may be made to the Members from time to time after the Members determine in their reasonable judgment, that the Company has sufficient cash on hand which exceeds the current and the anticipated needs of the Company to fulfill its business purposes (including, needs for operating expenses, debt service, acquisitions, reserves and mandatory distributions, if any). All distributions shall be made to the Members in accordance with their Sharing Ratios. Distributions shall be in cash or property or partially in both, as determined by the Members. No distribution shall be declared or made if, after giving it effect, it would violate the provisions of applicable law governing the permissibility of distributions by limited liability companies to their members.

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5.3 Liquidation. Upon the dissolution of the Company, the Company shall cease to carry on its business, except insofar as may be necessary for the winding up of its business, but its separate existence shall continue until a Certificate of Dissolution has been filed as required by the Act. Upon dissolution of the Company, the business and affairs of the Company shall be wound up and the Company liquidated as rapidly as business circumstances permit. The Members shall agree on the appointment of a liquidating trustee (who may or may not be a Member). The assets of the Company shall be liquidated and the proceeds thereof shall be distributed (to the extent permitted by applicable law) in the following order: (a) first, to creditors; (b) second, for reserves reasonably required to provide for liabilities (contingent or otherwise) of the Company; (c) third, to each Member in an amount equal to such Member’s positive Capital Account balance; and (d) fourth, pro rata to Members based upon their Sharing Ratios.

ARTICLE 6
DISPOSITION OF MEMBERSHIP INTERESTS

6.1 Assignment of Right to Receive Distributions. A Member may assign such Member’s right to receive distributions from the Company in whole or in part at any time upon execution of a written agreement between the assigning Member and the assignee. Other than as to the assigned distributions, the assignment of such right does not itself entitle the assignee to participate in the management and affairs of the Company or to become a Member. Such assignee is only entitled to receive, to the extent assigned, the distributions the assigning Member would otherwise be entitled. The assigning Member shall remain a Member and retain all rights and powers of a Member (other than as to the assigned distributions).

6.2 Charging Order. Any Member whose membership interest is subject to a charging order shall remain a Member and retain all rights and powers of a Member except the right to receive distributions to the extent charged. The judgment creditor shall have only the rights of an assignee of a membership interest as provided in Section 6.1.

6.3 Transfer of Membership Interest. A Member may only assign, transfer or encumber such Member’s membership interest, in whole or in part, upon the affirmative vote of the Members holding a majority of the total Sharing Ratios. No membership interest shall be transferred if: (1) the disposition would not comply with all applicable state and federal securities laws and regulations; or (ii) other than an assignment or transfer in connection with a pledge of a membership interest as security, the transferee of the membership interest fails to execute an Admission Agreement, and to provide each of the other Members with the information and other agreements that they may require in connection with such a transfer. If admitted, a substitute member has, to the extent assigned, all of the rights and powers, and is subject to all of the restrictions and liabilities of a Member under the Articles, this Agreement, and the Act.

ARTICLE 7
MEMBERS

7.1 Management of Business. The Company shall be managed by the Members who shall make the ordinary and usual decisions concerning the business and affairs of the Company.

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Each Member shall have the power, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

7.2 Required Vote. Unless a greater vote is required by the Act, the Articles or this Agreement, the affirmative vote or consent of Members entitled to vote or consent on such matter assuring a majority in interest of the Sharing Ratios is required to take or approve any action requiring a Member vote.

7.3 Consent. Any action required or permitted to be taken by the Members may be taken without a meeting, without prior notice, and without a vote. The consent must be in writing, set forth the action so taken, and be signed by the Members 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 membership interests entitled to vote on the action were present and voted. Every written consent shall bear the date and signature of each Member who signs the consent. Notwithstanding the foregoing, the consent may be approved by a Member by Electronic Transmission. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all members who have not consented in writing to such action.

7.4 Tax Matters Partner. Grede II LLC shall be the “tax matters partner” and, as such, shall be solely responsible for representing the Company in all dealings with the Internal Revenue Service and any state, local, and foreign tax authorities, but the tax matters partner shall keep the other Members reasonably informed of any Company dealings with any tax agency.

ARTICLE 8
OFFICERS

8.1 General. Except as may otherwise be provided in this Agreement, including the rights and powers of the Members set forth in this Agreement, the day to day operation of the business and affairs of the Company shall be conducted by the Officers. All Officers shall be appointed by, and shall serve at the will of, the Members holding a majority interest of the Sharing Ratios of all of the Members. The Officer positions shall include any Officer positions as established by the Members from time to time. Each Officer shall have the rights and duties specified in this Agreement or by the Members if not contrary to the terms of this Agreement. The Officers appointed hereby and as of the date of this Agreement are:

Douglas J. Grimm — President

Louis R. Lavorata — Vice President, Secretary

Stephen D. Busby — Vice President, Assistant Secretary

8.2 Term of Office, Resignation and Removal. An Officer shall hold office for the term for which elected or appointed and until the Officer’s successor is elected or appointed and qualified, or until the Officer’s resignation or removal. An Officer may resign by written notice to the President, or if the President is not available, or if the resigning Officer is the President, to the Members. The resignation shall be effective upon its receipt by a person as above provided, or at a subsequent time specified in the notice of resignation. An Officer may be removed by the Members holding a majority interest of the Sharing Ratios of all of the Members with or without cause and with or without notice. The removal of an Officer shall be without prejudice to the

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Officer’s contract rights, if any. The election or appointment of an Officer does not of itself create contract rights. An Officer may be suspended by the President, pending action by the Members holding a majority interest of the Sharing Ratios of all of the Members.

8.3 Customary Rules. To the extent the powers and duties of the several Officers are not provided from time to time by resolution or other directive of the Members, the Officers shall have all powers and shall discharge the duties customarily and usually held and performed by like officers of corporations or companies similar to the Company.

8.4 President. Except to the extent that powers and duties are reserved to the Members under this Agreement, the President shall be the chief executive and administrative officer of the Company having all authorities normally associated therewith and has the power, on behalf of the Company, to do all things necessary or convenient to carry out the day to day operation of the business and affairs of the Company.

ARTICLE 9
EXCULPATION OF LIABILITY; INDEMNIFICATION

9.1 Exculpation of Liability. Unless otherwise provided by law or expressly assumed, a person who is a Member shall not be liable to any other Member, Officer, the Company, or any third party for the acts, debts or liabilities of the Company.

9.2 Indemnification. Except as otherwise provided in this Article, the Company shall indemnify and hold harmless any Member or Officer, and may indemnify and hold harmless any employee or agent of the Company who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, other than an action by or in the right of the Company, by reason of the fact that such person is or was a Member, Officer, employee or agent of the Company against expenses, including attorneys fees, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action, suit or proceeding, if the person acted in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner that such person reasonably believed to be in the best interests of the Company and with respect to a criminal action or proceeding, if such person had no reasonable cause to believe such person’s conduct was unlawful. To the extent that a Member, Officer, employee or agent of the Company has been successful on the merits or otherwise in defense of an action, suit or proceeding or in defense of any claim, issue or other matter in the action, suit or proceeding, such person shall be indemnified against actual and reasonable expenses, including attorneys fees, incurred by such person in connection with the action, suit or proceeding and any action, suit or proceeding brought to enforce the mandatory indemnification provided herein. Any indemnification permitted under this Article, unless ordered by a court, shall be made by the Company only as authorized in the specific case upon a determination that the indemnification is proper under the circumstances because the person to be indemnified has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation shall be made by a vote of the Members holding a majority in interest of the total Sharing Ratios of all Members who are not parties or threatened to be made parties to the action, suit or proceeding. Notwithstanding the foregoing to

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the contrary, no indemnification shall be provided to any Member, Officer, employee or agent of the Company for or in connection with the receipt of a financial benefit to which such person is not entitled, voting for or assenting to a distribution to Members in violation of this Agreement or the Act, or a knowing violation of law.

ARTICLE 10
MISCELLANEOUS PROVISIONS

10.1 Terms. Nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural, as the identity of the person or persons, firm or corporation may in the context require.

10.2 Article Headings. The Article headings contained in this Agreement have been inserted only as a matter of convenience and for reference, and in no way shall be construed to define, limit or describe the scope or intent of any provision of this Agreement.

10.3 Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same.

10.4 Entire Agreement. This Agreement constitutes the entire agreement among the parties hereto and contains all of the agreements among said parties with respect to the subject matter hereof. This Agreement supersedes any and all other agreements, either oral or written, between said parties with respect to the subject matter hereof.

10.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

10.6 Amendment. This Agreement may be amended or revoked at any time by a written agreement executed by all of the parties to this Agreement. No change or modification to this Agreement shall be valid unless in writing and signed by all of the parties to this Agreement.

10.7 Notices. Any notice permitted or required under this Agreement shall be conveyed to the party at the address designated in writing by such party and will be deemed to have been given, when deposited in the United States mail, postage paid, or when delivered in person, or by courier, facsimile transmission, or Electronic Transmission.

10.8 Binding Effect. Subject to the provisions of this Agreement relating to transferability, this Agreement will be binding upon and shall inure to the benefit of the parties, and their respective distributees, heirs, successors and assigns.

10.9 Governing Law. This Agreement is being executed and delivered in the State of Wisconsin and shall be governed by, construed and enforced in accordance with the laws of the State of Wisconsin.

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Signature page to

Operating Agreement

dated February 2, 2010

IN WITNESS WHEREOF, the parties hereto make and execute this Agreement on the dates set below their names, to be effective on the date first above written.

ACCEPTED AND AGREED:

Company		Member
GREDE WISCONSIN SUBSIDIARIES LLC		GREDE II LLC
By:	/s/ Douglas J. Grimm	By:	/s/ Douglas J. Grimm
	Douglas J. Grimm		Douglas J. Grimm
	Its: President		Its: Chief Executive Officer & President

EXHIBIT A
CAPITAL

MEMBER	SHARING RATIO
GREDE II LLC	100	%

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EX-3.98

Exhibit 3.98

UNITED STATES OF AMERICA,

STATE OF OHIO,

OFFICE OF SECRETARY OF STATE

I, Jon Husted, Secretary of State of the State of Ohio, do hereby certify that the paper to which this is attached is a true and correct copy from the original record now in my official custody as Secretary of State.

	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 27th day of March, A.D. 2017. Ohio Secretary of State
Validation Number:
201708603382

DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 05/17/2906 200613700008 DOMESTIC/AMENDED RESTATED ARTICLES (AMA) 2,050 00 100 00 .00 00 .00 Receipt This is not a bill. Please do not remit payment. BAKER & HOSTETLER LLP SONIA K. LOWE 65 E STATE ST, STE 2100 COLUMBUS, OH 43215 STATE OF OHIO CERTIFICATE Ohio Secretary of State, J. Kenneth Blackwell 206185 It is hereby certified that the Secretary of State of Ohio has custody of the business records for CLOYES GEAR AND PRODUCTS, INC. and, that said business records show the filing and recording of:  Document(s) Document No(s): DOMESTIC/AMENDED RESTATED ARTICLES 200613700008 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 16th day of May, A.D. 2006. Ohio Secretary of State United States of America Stale of Ohio Office of the Secretary of State

Prescribed by J. Kenneth Blackwell Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) www.state.oh.us/sos e-mail: busserv@sos.state.oh.us Expedite this Form: (Select One) Mail Form to one of the Following: Yes PO Box 1390 Columbus, OH 43216 *** Requires an additional fee of $100 *** No PO Box 1028 Columbus, OH 43216 Certificate of Amendment by Shareholders or Members (Domestic) Filing Fee $50.00 (CHECK ONLY ONE (1) BOX) (1) Domestic for Profit PLEASE READ INSTRUCTIONS (2) Domestic Non-Profit | Amended Amendment Amended Amendment (122-AMAP) (125-AMDS) (126-AMAN) (128-AMD) Complete the general information in this section for the box checked above. Name of Corporation Cloyes Gear and Products, Inc. Charter Number 206185 Name of Officer Trevor Myers Title President Please check if additional provisions attached. The above named Ohio corporation, does hereby certify that: A meeting of the shareholders directors ( non-profit amended articles only) members was duly called and held on May 10, 2006 (Date) at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 67% as the voting power of the corporation. In a writing signed by all of the shareholders directors (non-profit amended articles only) members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit. Clause applies if amended box is checked. Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto. 541 Page 1 of 2 Last Revised: May 2002

All of the following information must be completed if an amended box is checked. If an amendment box is checked, complete the areas that apply. FIRST: The name of the corporation is: Cloyes Gear and Products, Inc. SECOND: The place in the State of Ohio where its principal office is located is in the City of: Mentor Lake (city, village or township) (county) THIRD: The purposes of the corporation are as follows: The purposes for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Chapter 1701 of the Revised Code of Ohio. FOURTH: The number of shares which the corporation is authorized to have outstanding is: 1,400,000 (Does not apply to box (2)) REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions) Authorized Representative Trevor Myers (Print Name) May 10, 2006 Date Authorized Representative (Print Name) Date 541 Page 2 of 2 Last Revised: May 2002

The following provisions are incorporated into the Certificate of Amendment by Shareholders to which these provisions are attached (collectively, the “Amended and Restated Articles of Incorporation”). Capitalized terms not otherwise defined in these Amended and Restated Articles of Incorporation shall have the meanings ascribed to them in Article SEVENTH.

***

FOURTH:Shares. (Continued)

(a)800,000 Common Shares, without par value per share (the “Common Shares”); and

(b)600,000 Series A Preferred Shares, without par value per share (the “Series A Preferred Shares”).

A.Common Shares. The express terms of the Common Shares are as follows:

1.Voting Rights. Subject to Section 5(b) of Part B and Part C of this Article FOURTH, each record holder of Common Shares shall be entitled at any annual or special meeting of shareholders, with respect to each Common Share held by such holder as of the applicable record date, to cast one (1) vote per share, in person or by proxy. on all matters submitted to a vote of the shareholders of the Corporation, together with the holders of the Series A Preferred Shares, voting as a single class.

2.Dividends and Distributions. Subject to Section 5(b)(iv) of Part B of this Article FOURTH, the holders of Common Shares shall be entitled to receive such dividends and other distributions in cash, property or shares of the Corporation as may be declared thereon by the Board of Directors of the Corporation from time to time out of assets or funds of the Corporation legally available therefor; provided, however, no dividend may be declared and no other distribution may be made on such Common Shares unless the Corporation complies with Sections 2 and 5(b)(iv).of Part B of this Article FOURTH.

3.Liquidation Rights. In the event of any Liquidation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights of the holders of any outstanding Series A Preferred Shares (including the rights of such holders under Section 3(a) of Part B of this Article FOURTH below), the remaining assets and funds of the Corporation available for distribution to the shareholders shall be divided among, and distributed pro rata to, the holders of Common Shares and the holders of the Series A Preferred Shares in accordance with Section 3(b) of Part B of this Article FOURTH.

4.Conversion of Existing Common Shares.

(a)Upon the filing of these Amended and Restated Articles of Incorporation (the “Filing”), each Class A Common Share, $0.50 par value per share (the “Class A Common Shares”), and each Class B Common Share, $0.50 par value per share (the “Class B Common

Shares”), issued and outstanding immediately prior to the Filing, and each treasury share of the Class A Common Shares and the Class B Common Shares, will be changed into and thereafter constitute one tenth (1/10th) of one Common Share. Upon the change of the Class A Common Shares and the Class B Common Shares into Common Shares, all of the stated capital with respect to the Class A Common Shares and the Class B Common Shares shall be eliminated.

(b)Immediately upon the Filing, each holder of Class A Common Shares or Class B Common Shares shall be deemed to be the holder of record of the Common Shares into which such Class A Common Shares and Class B Common Shares were so changed. notwithstanding that the certificates representing the Common Shares shall not then actually be delivered to such Person.

5.No Class Vote. No vote of the holders of Common Shares, as a separate class, is required in connection with the authorization of any Capital Shares of the Corporation of any class of Capital Shares of the Corporation that are convertible into Common Shares.

B.Series A Preferred Shares. The express terms of the Series A Preferred Shares are as follows:

1.Rank.

(a)Except with respect to rights to receive payments pursuant to Section 3(b) of this Part B of this Article FOURTH, the Series A Preferred Shares shall, with respect to distributions of assets and rights upon the occurrence of a Liquidation, rank senior to (i) all classes of common shares of the Corporation (including, without limitation, the Common Shares) and (ii) each other class or series of Capital Shares of the Corporation other than Capital Shares of the Corporation hereafter created in compliance with Section 5(b) of Part B of this Article FOURTH below which expressly rank pari passu with or senior to the Series A Preferred Shares (the shares referred to in clauses (i) and (ii), together, the “Junior Shares”).

(b)The Series A Preferred Shares shall, with respect to any payment or distribution of the Liquidation Payment to be made, rank senior to the Junior Shares.

2.Dividends; Special Distributions.

(a)Dividends. Other than as set forth in Section 2(b) of this Part B of this Article FOURTH, the Corporation shall not declare or pay any dividends on, or make any other distributions with respect to or redeem, purchase or otherwise acquire for consideration, other than for repurchases of Capital Shares issued to or held by employees, officers or directors of the Corporation in connection with the termination of their employment or services pursuant to agreements providing for said right of repurchase, any Junior Shares, unless and until (i) no Series A Preferred Shares remain outstanding or (ii) such dividends, distribution, redemption, purchase or acquisition is approved pursuant to Section 5(b) of this Part B of this Article FOURTH.

(b)Special Distributions. The holders of the Series A Preferred Shares shall be entitled to receive, if and when declared by the Board of Directors from time to time, a Special Distribution, which when declared shall not exceed the aggregate Liquidation Preference

2

of the Series A Preferred Shares then outstanding; provided, that no such Special Distribution shall be made to the extent making such payment is prohibited by the terms of any indebtedness of the Corporation or its subsidiaries or by the terms of any class or series of Capital Shares of the Corporation (provided, further; the terms of any Junior Shares may not contain any such prohibition), or to the extent such Special Distribution is not permitted by applicable law. Upon, and based on the amount of, the payment of any Special Distribution, a portion or all of the Series A Preferred Shares shall automatically be converted into Common Shares as provided in Section 6(b)(iii) of this Part B of this Article FOURTH.

3.Liquidation Preference.

(a)Priority Payment. Upon the occurrence of a Liquidation, the holders of Series A Preferred Shares shall be paid for each Series A Preferred Share held by them, out of, but only to the extent of, the assets of the Corporation legally available for distribution to its shareholders, an amount equal to $ 28.2537833935 (as adjusted for share splits, share dividends, combinations or other recapitalizations of the Series A Preferred Shares (the “Liquidation Preference”) (which shall include, and upon the payment thereof, shall satisfy the payment of any declared but unpaid Special Distribution as provided in Section 2(b) of this Part B of this Article FOURTH above), before any payment or distribution is made to any Junior Shares. If the assets of the Corporation available for distribution to the holders of Series A Preferred Shares (and any other class of series of Capital Shares of the Corporation hereinafter created in compliance with Section 5(b) of Part B of this Article Fourth which expressly rank pari passu with the Series A Preferred Shares) shall be insufficient to permit payment in full to such holders of the sums which such holders are entitled to receive in such case, then all of the assets available for distribution to holders of Series A Preferred Shares (and any such part passu Capital Shares) shall be distributed among and paid to such holders ratably in proportion to the amounts that would be payable to such holders if such assets were sufficient to permit payment in full.

(b)Participating Payment. Upon the completion of the distribution required by Section 3(a) of this Part B of this Article FOURTH above, and any other distribution to any other class or series of Capital Shares of the Corporation ranking senior to the Common Shares, if assets remain in the Corporation, the remaining assets of the Corporation available for distribution to shareholders shall be divided among and distributed pro rata to holders of the Common Shares and Series A Preferred Shares (calculated as if the Series A Preferred Shares were converted into Common Shares in accordance with Section 6(a) of this Part B of this Article FOURTH below immediately prior to such distribution and the distributions were made pro rata among all of the Common Shares).

(c)Notice. Written notice of a Liquidation stating that a payment or payments will be made and the place where such payment or payments shall be made will be delivered in person, mailed by certified mail, return receipt requested, mailed by overnight mail or sent by telecopier, not less than ten (10) days prior to the earliest payment date stared therein, to the holders of record of Series A Preferred Shares and the Common Shares, such notice to be addressed to each such holder at its or his address as shown in the records of the Corporation.

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(d)Sale Transaction Deemed a Liquidation. At the election of the holders of a majority of the then outstanding Series A Preferred Shares, a Sale Transaction shall be deemed to be a Liquidation pursuant to this Section 3 of this Part B of this Article FOURTH. In such event, the Liquidation Preference shall be paid in the same form of consideration received by the holders of Common Shares in the Sale Transaction. If the consideration received is securities of the surviving Person, any securities of the surviving Person to be delivered to the holders of Series A Preferred Shares pursuant to this Section 3(d) of this Part B of this Article FOURTH shall be valued at the Current Market Price of such securities as of three (3) days prior to the date of distribution.

4.Redemption. Without limiting the provisions in Article SIXTH, the Series A Preferred Shares shall not be redeemed or subject to redemption, whether at the option of the Corporation or any holder thereof, or otherwise.

5.Voting Rights; Approval Rights.

(a)Voting with Common Shares. Subject to Section 5(b) of this Part B and Part C of this Article FOURTH, each record holder of Series A Preferred Shares shall be entitled at any annual or special meeting of shareholders, with respect to each Series A Preferred Share held by such holder as of the applicable record date, to cast that number of votes per share that is equal to the number of Common Shares into which that holder’s Series A Preferred Shares are convertible pursuant to Section 6(a) of this Part B of this Article FOURTH. in person or by proxy, on all matters submitted to a vote of the shareholders of the Corporation, together with the holders of the Common Shares (who will be entitled to cast one vote per share on any such matter), voting as a single class.

(b)Class Vote. So long as at least 25% of the Series A Preferred Shares purchased on or about the date of the Filing remain outstanding, the Corporation shall not, and shall cause each of its subsidiaries not to, take, approve or otherwise ratify any of the following actions without the separate class vote of the holders of at least a majority of the outstanding Series A Preferred Shares (who will be entitled to cast one vote per share on any such matter).

(i)any authorization or issuance of any preferred shares ranking senior to or pari passu with the Series A Preferred Shares;

(ii)any issuance of or agreement to authorize or issue any Capital Shares of the Corporation or securities or rights of any kind convertible into or exchangeable for any Capital Shares of the Corporation, including, without limitation, in connection with the initial public offering of Common Shares, or the adoption of any new share option at other equity compensation plan or the sale or issuance of any shares of capital stock or any equity interest in any subsidiary to any Person other than the Corporation or any of its other subsidiaries;

(iii)any amendment, modification or restatement of the Corporation’s articles of incorporation or code of regulations or the comparable organizational documents of any subsidiary;

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(iv)any declaration, paying or making of any dividend or other distribution on or in respect of any Capital Shares of the Corporation;

(v)any redemption, purchase, repurchase or other acquisition for value of any Capital Shares of the Corporation (other than pursuant to an employee benefit plan, agreement or arrangement approved by the Board of Directors);

(vi)any transaction of merger or consolidation of the Corporation or any of its subsidiaries with or into one or more Persons or any sale or other transfer of all or substantially all of the assets of the Corporation or any of its subsidiaries;

(vii)any recapitalization or reorganization or any voluntary liquidation under applicable bankruptcy or reorganization legislation, or any voluntary dissolution or winding up of, the Corporation or any of its subsidiaries;

(viii)any acquisition of assets or equity securities by the Corporation or any of its subsidiaries of any Person with a fair market value in excess of $1,000,000 individually, or $5,000,000 in the aggregate;

(ix)the Corporation’s or any of its subsidiaries’ issuance or becoming liable for any indebtedness for borrowed money in excess of $1,000,000 individually or $5,000,000 in the aggregate other than draws or the issuance of letters of credit under the Credit Agreement in the ordinary course of business; and

(x)any loans or advances to, or guarantees for the benefit of, any Person, other than the extension of trade credit to customers or travel advances and similar loans to employees not to exceed $100,000 at any one time in the aggregate.

(xi)any employment or consulting arrangement with any director or executive officer of the Corporation or any of its subsidiaries or the approval of any other compensation, bonus or benefit arrangements or plans for directors, employees or consultants of the Corporation or any of its subsidiaries;

(xii)any hiring or replacement of any executive officer of the Corporation or any of its subsidiaries;

(xiii)any material change in the Corporation’s or any of its subsidiaries’ business plan;

(xiv)any material change in accounting methods or policies of the Corporation or any of its subsidiaries; and

(xv)any change of the Corporation’s or any of its subsidiaries’ independent public accountant.

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6.Conversion.

(a)Optional Conversion. Any holder of Series A Preferred Shares shall have the right, at such holder’s option, at any time and from time to time, to convert, in accordance with the terms and provisions of this Section 6 of this Part B of this Article FOURTH, any or all of such holder’s Series A Preferred Shares into such number of fully paid and non-assessable Common Shares as is equal to the product of the number of Series A Preferred Shares being so converted multiplied by the quotient of (i) the Liquidation Preference divided by (ii) the conversion price of $ 28.2537833935 per share, subject to adjustment as provided in Section 6(d) of this Part B of this Article FOURTH below (such price in clause (ii), the “Conversion Price”). Such conversion right shall be exercised by the surrender of certificate(s) representing the Series A Preferred Shares to be converted to the Corporation at any time during usual business hours at its principal place of business to be maintained by it (or such other office or agency of the Corporation as the Corporation may designate by notice in writing to the holders of Series A Preferred Shares), accompanied by written notice that the holder elects to convert such Series A Preferred Shares and specifying the name or names (with address) in which a certificate or certificates for Common Shares are to be issued and (if so required by the Corporation) by a written instrument or instruments of transfer in form reasonably satisfactory to the Corporation duly executed by the holder or its duly authorized legal representative and transfer tax stamps or funds therefor, if required pursuant to Section 6(1) of this Part B of this Article FOURTH below. All certificates representing Series A Preferred Shares surrendered for conversion shall be delivered to the Corporation for cancellation and canceled by it. As promptly as practicable after the surrender of any Series A Preferred Shares, the Corporation shall deliver to the holder of such shares so surrendered certificate(s) representing the number of fully paid and nonassessable Common Shares into which such shares are entitled to be converted. At the time of the surrender of such certificate(s), the Person in whose name any certificate(s) for Common Shares shall be issuable upon such conversion shall be deemed to be the holder of record of such Common Shares on such date, notwithstanding that the certificates representing such Common Shares shall not then be actually delivered to such Person.

(b)Automatic Conversion.

(i)Each outstanding Series A Preferred Share shall be automatically converted, with no further action required to be taken by the Corporation or the holder thereof, (x) if the holders of a majority of the outstanding Series A Preferred Shares approve such conversion, or (y) immediately prior to the closing of the Initial Public Offering or a Sale Transaction in which the holders of a majority of the Series A Preferred Shares did not otherwise elect to treat the Sale Transaction as a Liquidation pursuant to Section 3(d) of this Pert B of this Article FOURTH, into the following:

(1)the right to receive the Liquidation Payment; and

(2)the number of fully paid and nonassessable Common Shares equal to the quotient of (x) the Liquidation Preference divided by (y) the Conversion Price then in effect (after giving effect to any adjustments pursuant to Section 6 of this Part B of this Article FOURTH.

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(ii)The Liquidation Payment shall be payable, to the extent funds are legally available therefor, (x) in the case of the Initial Public Offering, in Common Shares and (y) in the case of such a Sale Transaction, in cash to the extent available in such Sales Transaction, and then in Capital Shares; provided, however, the holders of a majority of the Series A Preferred Shares then outstanding may elect to receive the Capital Shares paid or distributed in the Sale Transaction in lieu of the cash available therefor. If the Liquidation Payment is to be paid in Common Shares in connection with an Initial Public Offering, the value of such shares shall be determined by the Closing IPO Price. If any portion of the Liquidation Payment is to be paid or distributed in Capital Shares other than in connection with the Initial Public Offer, then the value of the Capital Shares shall be deemed to be the Current Market Price of the Capital Shares as of three (3) days prior to the date of such payment or distribution.

(iii)Series A Preferred Shares also shall be automatically converted into Common Shares (pursuant to the formula set forth in the first sentence of Section 6(a) of this Part B of this Article FOURTH) immediately following receipt by the holders of the Series A Preferred Shares of each Special Distribution. The numbers of Series A Preferred Shares to be so converted in connection with any Special Distribution shall be an amount equal to the product of (1) the number of Series A Preferred Shares outstanding immediately prior to such Special Distribution and (2) the quotient of (A) the aggregate proceeds received in such Special Distribution over (B) the aggregate Liquidation Preference of all of the Series A Preferred Shares outstanding immediately prior to such Special Distribution. If the funds of the Corporation available for the Special Distribution are insufficient to allow conversion of all Series A Preferred Shares outstanding as of such date, the holders of Series A Preferred Shares shall share ratably in any funds available for such Special Distribution and such conversion shall be effected pro rata. Any Series A Preferred Shares that the Corporation is not able to convert due to insufficient funds shall continue to be outstanding until otherwise converted in accordance with this Section 6 of this Part B of this Article FOURTH.

(iv)Immediately upon any automatic conversion provided for herein, each holder of Series A Preferred Shares shall be deemed to be the holder of record of the Common Shares issuable upon conversion of such holder’s Series A Preferred Shares, notwithstanding that the certificates representing the Common Shares shall not then actually be delivered to such Person. Upon written notice from the Corporation, each holder of Series A Preferred Shares so converted shall promptly surrender to the Corporation at its principal place of business to be maintained by it (or at such other office or agency of the Corporation as the Corporation may designate by such notice to the holders of Series A Preferred Shares) certificates representing the shares so converted.

(c)Termination of Rights. On the date of any optional conversion pursuant to Section 6(a) of this Part B of this Article FOURTH above or of any automatic conversion pursuant to Section 6(b) of this Part B of this Article FOURTH above, all rights with respect to the Series A Preferred Shares so converted, including the rights, if any, to receive notices and vote, shall terminate, except only the rights of holders thereof to (i) receive certificates for the number of Common Shares into which such Series A Preferred Shares have been converted, (ii) receive the Liquidation Payment in the case of an automatic conversion pursuant to Section 6(b)(i) of this Part B of this Article FOURTH above, (iii) the payment of declared but

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unpaid dividends. if any, pursuant to Section 2 of this Part B of this Article FOURTH above and (iv) exercise the rights to which they are entitled as holders of Common Shares.

(d)Antidilution Adjustments. The Conversion Price, and the number and type of securities to be received upon conversion of Series A Preferred Shares, shall be subject to adjustment as follows:

(i)Dividend, Subdivision, Combination or Reclassification of Common Shares. In the event that the Corporation shall at any time or from time to time, prior to conversion of Series A Preferred Shares (x) pay a dividend or make a distribution on the outstanding Common Shares payable in Common Shares, (y) subdivide the outstanding Common Shares into a larger number of shares or (z) combine the outstanding Common Shares into a smaller number of shares, then, and in each such case, the Conversion Price in effec. immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Corporation) so that the holder of any share of Series A Preferred Shares thereafter surrendered for conversion shall be entitled to receive the number of Common Shares or other securities of the Corporation that such holder would have owned or would have been entitled to receive upon, by reason of or immediately following any of the events described above, had such Series A Preferred Shares been converted immediately prior to the occurrence of such event. An adjustment made pursuant to this Section 6(d)(i) of this Part B of this Article FOURTH shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Shares entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or change, to the close of business on the day upon which such corporate action becomes effective.

(ii)Certain Distributions. In case the Corporation shall at any time or from time to time, prior to conversion of Series A Preferred Shares, distribute to holders of Common Shares (including any such distribution made in connection with a merger or consolidation in which the Corporation is the resulting or surviving Person and the Common Shares are not changed or exchanged) cash, evidences of indebtedness of the Corporation or another issuer, securities of the Corporation (other than Common Shares) or another issuer or other assets (excluding dividends payable in Common Shares for which adjustment is made under another paragraph of this Section 6(d) of this Part B of this Article FOURTH and any distribution in connection with an Excluded Transaction) or rights or warrants to subscribe for or purchase of any of the foregoing, then, and in each such case, the Conversion Price then in effect shall be adjusted (and any other appropriate actions shall be taken by the Corporation) by multiplying the Conversion Price in effect immediately prior to the date of such distribution by a fraction (x) the numerator of which shall be the Current Market Price of the Common Shares immediately prior to the date of distribution less the then fair market value (as determined in good faith by the Board of Directors) of the portion of the cash, evidences of indebtedness, securities or other assets so distributed or of such rights or warrants applicable to one share of Common Shares and (y) the denominator of which shall be the Current Market Price of the Common Shares immediately prior to the date of distribution (but such fraction shall not be greater than one); provided, however, that no adjustment shall be made with respect to any distribution of rights or warrants to subscribe for or purchase securities of the Corporation if the holder of Series A Preferred Shares would otherwise be entitled to receive such rights or

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warrants upon conversion at any time of Series A Preferred Shares into Common Shares. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively to a date immediately following the close of business on the record date for the determination of shareholders entitled to receive such distribution.

(iii)Other Changes. In case the Corporation at any time or from time to time, prior to the conversion of Series A Preferred Shares, shall take any action affecting its Common Shares similar to or having an effect similar to any of the actions described in any of Section 6(d)(i) or (ii) of this Part B of this Article FOURTH above or Section 6(i) of this Part B of this Article FOURTH below (but not including any action described in any such Section or the issuance of any Capital Shares of the Corporation at a price less than the Conversion Price) and the Board of Directors in good faith determines that it would be equitable in the circumstances to adjust the Conversion Price as a result of such action, then, and in each such case, the Conversion Price shall be adjusted in such manner and at such time as the Board of Directors in good faith determines would be equitable in the circumstances (such determination to be evidenced in a resolution, a certified copy of which shall be mailed to the holders of Series A Preferred Shares).

(iv)No Adjustment. Notwithstanding anything herein to the contrary, no adjustment under this Section 6(d) of this Part B of this Article FOURTH need be made to the Conversion Price if the Corporation receives written notice from holders of all of the outstanding Series A Preferred Shares that no such adjustment is required.

(e)Performance Based Conversion Price Adjustment. Upon completion of the Corporation’s audited financial statements for the years ending December 31, 2006 and 2007, the Corporation’s independent accountant shall deliver copies of a report setting forth its determination of EBITDA and Outstanding Net Indebtedness based on such audited financial statements, such determination to be binding on the Corporation, the holders of the Series A Preferred Shares and all other shareholders of the Corporation. For each Target that the Corporation achieves in a given Period, the Conversion Price then currently in effect shall be increased to an amount that would cause the Percentage Ownership to be increased by any Percentage Increase achieved with respect to that Target. The first adjustment period shall commence on January 1, 2006 and end on December 31, 2006 (“Period 1”), and the second adjustment period shall commence on the next day after the conclusion of Period 1 and end on December 31, 2007 (“Period 2”). Notwithstanding anything to the contrary contained herein, holders of majority of the Series A Preferred Shares outstanding at the time, or after conversion of all of the Series A Preferred Shares, holders of at least 80% of the Common Shares then outstanding, may, at any time, in whole or in part, deem the Targets set forth in the this Section 6(e) of this Part B of Article FOURTH satisfied and the Corporation shall make the adjustments contemplated hereby.

(f)Equity Return Conversion Price Adjustment.

(i)Upon an Investor Exit Event, if any of the Targets set forth in Section 6(e) of this Part B of this Article FOURTH have not been achieved and the corresponding increase to the Conversion Price contemplated thereby has not occurred, then if

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the Investors collectively receive in such Investor Exit Event at least 4 times the aggregate amount of equity invested by the Investors in absolute dollars, then the Conversion Price then currently in effect immediately prior to such Investor Exit Event shall be increased to an amount that would cause the Percentage Ownership to be increased by the lesser of (A) 5% or (B) an amount necessary to make the aggregate Percentage Ownership equal to 20%.

(ii)Upon an Investor Exit Event, to the extent that the Investors collectively receive in such Investor Exit Event at least 7 times the aggregate amount of equity invested by the Investors in absolute dollars, then the Conversion Price then currently in effect immediately prior to such Investor Exit Event shall increased to any amount that would cause the Percentage Ownership of holders of the Cloyes Shares to be increased by the lesser of (A) 5% or (B) an amount necessary to make the aggregate Ownership Percentage equal to 25%.

(iii)In the event that the consideration received by the Investors in any Investor Exit Event are securities, the value of such securities shall be based on the Current Market Price.

(iv)The calculation of any return on equity multiple contemplated by this Section 6(f) of this Part B of this Article Fourth shall be determined by the Board of Directors in its good faith judgment, and shall be based on the total amount of cash or the value of securities actually received by the Investors from its investment in the Corporation.

(v)Notwithstanding anything to the contrary contained herein, holders of majority of the Series A Preferred Shares outstanding at the time, or after conversion of all of the Series A Preferred Shares, holders at least 80% of the Common Shares then outstanding, may, at any time, in whole or in part, deem the Targets set forth in the this Section 6(f) of this Part B of Article FOURTH satisfied and the Corporation shall make the adjustments contemplated hereby.

(g)Abandonment. If the Corporation shall take a record of the holders of its Common Shares for the purpose of entitling them to receive a dividend or other distribution, and shall thereafter and before the distribution to shareholders thereof legally abandon its plan to pay or deliver such dividend or distribution, then no adjustment in the Conversion Price shall be required by reason of the taking of such record.

(h)Certificate as to Adjustments. Upon any adjustment in the Conversion Price, the Corporation shall within a reasonable period (not to exceed ten (10) days) following any of the foregoing transactions deliver to each registered holder of Series A Preferred Shares a certificate, signed by (i) the Chief Executive Officer of the Corporation and (ii) the Chief Financial Officer of the Corporation, setting forth in reasonable detail the event requiring the adjustment and the method by which such adjustment was calculated and specifying the increased or decreased Conversion Price then in effect following such adjustment.

(i)Reorganization, Reclassification.

(i)In case of any merger or consolidation of the Corporation (other than a Sale Transaction) or any capital reorganization, reclassification or other change of outstanding Common Shares (other than a change in par value, or from par value to to par value.

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or from no par value to par value) (each, a “Transaction”), the Corporation shall execute and deliver to each holder of Series A Preferred Shares at least twenty (20) Business Days prior to effecting such Transaction a certificate, signed by (A) the Chief Executive Officer of the Corporation and (B) the Chief Financial Officer of the Corporation, stating that the holder of each share of Series A Preferred Shares shall have the right to receive in such Transaction, in exchange for each share of Series A Preferred Shares, a security substantially identical to (and not less favorable than) the Series A Preferred Shares, and provision shall be made therefor in the agreement, if any, relating to such Transaction.

(ii)In case of any Sale Transaction in which the holders of a majority of the Series A Preferred Shares consent to accepting a security that does not contain the rights to receive a Liquidation Preference, then the Corporation shall execute and deliver to each holder of Series A Preferred Shares at least twenty (20) Business Days prior to effecting the Transaction a certificate, signed by (A) the Chief Executive Officer of the Corporation and (B) the Chief Financial Officer of the Corporation, stating that the holder of each Series A Preferred Share shall have the right thereafter to convert such Series A Preferred Shares into the same kind of shares or other securities, property or cash receivable upon such Sale Transaction by a holder of Common Shares in an amount equal to the amount of such shares or other securities, property or cash the holders of Series A Preferred Shares would have received upon such Sale Transaction if those holders had converted their Series A Preferred Shares immediately prior to such Sale Transaction, and provision shall be made therefor in the agreement, if any, relating to such Sale Transaction. Any certificate delivered pursuant to this Section 6(i) of this Part B of this Article FOURTH shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 6 of this Part B of this Article FOURTH. The provisions of this Section 6(i) of this Part B of this Article FOURTH and any equivalent thereof in any such certificate similarly shall apply to successive transactions.

(j)Notices. In case at any time or from time to time:

(i)the Corporation shall declare a dividend (or any other distribution) on its Common Shares;

(ii)the Corporation shall authorize the granting to the holders of its Common Shares of rights or warrants to subscribe for or purchase any shares of any class or of any other rights or warrants;

(iii)there shall be any Transaction; or

(iv)there shall occur the Initial Public Offering or a Sale Transaction;

then the Corporation shall mail to each holder of Series A Preferred Shares at such holder’s address as it appears on the transfer books of the Corporation, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such dividend, distribution or granting of rights or warrants or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such dividend, distribution or granting of rights or warrants are to be determined, or (B) the date on which such Transaction, Initial Pubic Offering

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or Sale Transaction is expected to become effective and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for shares or other securities or property or cash deliverable upon such Transaction, Initial Public Offering or Sale Transaction. Notwithstanding the foregoing, in the case of any event to which Section 6(i) of this Part B of this Article FOURTH above is applicable, the Corporation shall also deliver the certificate described in Section 6(i) of this Part B of this Article FOURTH above to each holder of Series A Preferred Shares at least twenty (20) Business Days’ prior to effecting such reorganization or reclassification as aforesaid.

(k)Reservation of Common Shares. The Corporation shall at all times reserve and keep available for issuance upon the conversion of Series A Preferred Shares, such number of its authorized but unissued Common Shares as will from time to time be sufficient to permit the conversion of all outstanding Series A Preferred Shares into Common Shares, and shall take all action to increase the authorized number of Common Shares if at any time there shall be insufficient authorized but unissued Common Shares to permit such reservation or to permit the conversion of all outstanding Series A Preferred Shares so long as (x) the holders of Series A Preferred Shares vote such shares in favor of any such action that requires a vote of shareholders and (y) any directors elected solely by such holders pursuant to Part C of this Article FOURTH vote in favor of any such action that requires a vote of the Board of Directors.

(l)No Conversion Tax or Charge. The issuance or delivery of certificates for Common Shares upon the conversion of Series A Preferred Shares shall be made without charge to the converting holder of Series A Preferred Shares for such certificates or for any documents or stamp tax in respect of the issuance or delivery of such certificates or the securities represented thereby, and such certificates shall be issued or delivered in the respective names of, or (subject to compliance with the applicable provisions of federal and state securities laws) in such names as may be directed by, the holders of the Series A Preferred Shares being converted; provided, however, that the Corporation shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificate in a name other than that of the holder of the Series A Preferred Shares being converted, and the Corporation shall not be required to issue or deliver such certificate unless or until the Person or Persons requesting the issuance or delivery thereof shall have paid to the Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Corporation that such tax has been paid. Nothing in this Section 6(1) of this Part B of this Article FOURTH will obligate the Corporation to pay any shareholder for federal, state, or local income taxes that become due and payable upon such conversion.

7.Business Day. If any payment shall be required by the terms hereof to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day.

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C.Election of Directors. So long as at least 25% of the Series A Preferred Shares purchased on or about the date of this Filing are then outstanding, directors will be elected as follows:

1.The holders of Series A Preferred Shares, voting as a separate class, shall be entitled to elect five (5) directors of the Corporation, one of which shall be the Chairman of the Board of Directors.

2.The holders of the then outstanding Common Shares, voting as a separate class, shall be entitled to elect one (1) director of the Corporation.

3.The holders of the Series A Preferred Shares then outstanding and the holders of the Common Shares, voting together as a single class, shall elect Corporation’s chief executive officer as a director.

4.Any director of the Corporation not otherwise required to be elected pursuant to Sections 1-3 of this Part C of this Article FOURTH, including by reason of the Series A Preferred Shares not being entitled to vote as a separate class, shall be elected by the holders of the Series A Preferred Shares and the holders of the Common Shares as a single class voting together.

5.At any meeting held for the purpose of electing directors at a time when the holders of Series A Preferred Shares are entitled to vote as a separate class for the election of directors, the presence in person or by proxy of the holders of a majority of the Series A Preferred Shares then outstanding shall constitute a quorum of Series A Preferred Shares for the election of the directors to be elected solely by the holders of Series A Preferred Shares; the holders of Series A Preferred Shares shall be entitled to cast one vote per share of Series A Preferred Shares in any such election; and the directors to be elected exclusively by the holders of Series A Preferred Shares shall be elected by the affirmative vote of the holders of a majority of the outstanding Series A Preferred Shares. A vacancy in a directorship to be filled by the holders of the Series A Preferred Shares voting as a separate class pursuant to this Part C of this Article FOURTH shall be filled only by vote of the holders of Series A Preferred Shares.

6.At any time the holders of the Series A Preferred Shares vote together with the holders of the Common Shares as a single class under this Part C of this Article FOURTH, the holders of the Common Shares and Series A Preferred Shares will cast votes as provided in Section 1 of Part A of this Article FOURTH and Section 5(a) of Part B of this Article FOURTH

7.A quorum of the Board of Directors shall consist of five (5) directors, including at least three (3) directors designated by the holders of the Series A Preferred Shares. All actions of the Board of Directors shall require approval by a majority of the Board of Directors present at a meeting of the Board of Directors at which a quorum is present.

8.Unless the same can be effected pursuant to action taken by the Board of Directors at the request of the majority of the voting power entitled to elect such director, if at any time, a vacancy is created on the Board of Directors by reason of the incapacity, death, removal or resignation of any of the directors, then the shareholders holding a majority of the voting power entitled to elect the vacating director, may fill that vacancy.

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9.No holder of Capital Shares of the Corporation may cumulate its or h’s voting power in the election of directors.

D.Fractional Shares. The Corporation shall issue fractional shares of any Capital Shares of the Corporation rounded to the nearest 1/10,000th.

FIFTH:Indemnification. The Corporation shall, to the fullest extent permitted by Section 1701.13 of Ohio Revised Code, as the same may be amended and supplemented, indemnify any and all Persons whom serve or served as an officer or director of the Corporation from and against any and all of the expenses, liabilities, or other matters referred to or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights such Person may be entitled to under the Code of Regulations, any agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such Person’s official capacity and as to action in another capacity, 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.

SIXTH:Repurchase Shares. To the extent permitted by law and the Credit Agreement, the Corporation, by action of its Board of Directors, may purchase or otherwise acquire any Capital Shares of the Corporation issued by it at such times, for such consideration and upon such terms and conditions as its Board of Directors may determine.

SEVENTH:Definitions. As used in this Amended and Restated Articles of Incorporations, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:

“Affiliate” shall mean any Person who is an “affiliate” as defined in Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In addition, any partner or member, as the case may be, of a holder of Series A Preferred Shares shall be deemed to be an Affiliate of such holder.

“Board of Directors” means the Board of Directors of the Corporation.

“Business Day” means any day except a Saturday, a Sunday, or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

“Capital Change” means any change, reclassification, share split (including a reverse share split), share dividend or distribution only to, or other similar transaction effecting only. holders of Capital Shares of the Corporation outstanding and or issued on the date of the Filing, including, for the avoidance of doubt, Common Shares issuable upon conversion of the Series A Preferred Shares.

“Capital Shares” means, with respect to any Person, any and all shares, interests, participations, rights in, or other equivalents (however designated and whether voting or non- voting) of, such Person’s capital shares and any and all rights, warrants or options exchangeable

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for or convertible into such capital shares (but excluding any debt security whether or not it is exchangeable for or convertible into such capital shares).

“Closing IPO Price” shall mean the closing price per share of the Common Shares offered in the Initial Public Offering.

“Cloyes Shares” means those Common Shares issued and outstanding on the date of the Filing, without including any Common Shares issuable upon conversion of the Series A Preferred Shares on the date of the Filing.

“Commission” means the United States Securities and Exchange Commission.

“Common Shares” shall have the meaning ascribed to it in subsection (a) of Article FOURTH prior to Part A thereof.

“Common Share Equivalent” shall mean any security or obligation which is by its terms convertible, exchangeable or exercisable into Common Shares, and any option, warrant or other subscription or purchase right with respect to Common Shares or any Common Share Equivalent.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability of that Person with respect to any Indebtedness, lease, dividend, guaranty, letter of credit or other obligation, contractual or otherwise (the “primary obligation”) of another Person (the “primary obligor”), whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation or the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss or failure or inability to perform in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof.

“Conversion Price” shall have the meaning ascribed to it in Section 6(a) of Part B of Article FOURTH.

“Corporation” means Cloyes Gear and Products, Inc., an Ohio corporation.

“Credit Agreement” means that Loan and Security Agreement, dated on or about the date of the Filing, by and among, the Corporation, HDM Products, Inc., The Mesh Company LLC, LaSalle Business Credit, LLC, and the financial institutions named therein.

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“Current Market Price” per share of Capital Shares of any Person shall mean, as of the date of determination, (a) the average of the daily Market Price under clause (a), (b) or (c) of the definition thereof of such Capital Shares during the immediately preceding thirty (30) trading days ending on such date, and (b) if such Capital Shares are not then listed or admitted to trading on any national securities exchange or quoted in the over-the-counter market, then the Market Price under clause (d) of the definition thereof on such date.

“Debt Reduction Target” means, for the last day of any Period, the amount of Outstanding Net Indebtedness that may not be exceeded to obtain the appropriate Percentage Increase.

“EBITDA” means, for any Period, the earnings from operations before interest, taxes, depreciation and amortization of the Company and its subsidiaries as derived from the Corporation’s audited financial statements for that Period; provided, however, for purposes of determining EBITDA for Period 1, the Restructuring Costs will be added back.

“EBITDA Target” means, with respect to each Period, the amount of EBITDA required to be generated by the Company to obtain the appropriate Percentage Increase.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Excluded Transaction” means (a) any issuance of Common Shares (i) upon the conversion of Series A Preferred Shares, (ii) as a dividend on Series A Preferred Shares or (iii) upon conversion or exercise of any Common Share Equivalent and/or (b) any issuance of Common Shares pursuant to Section 6(b) of Part B of Article FOURTH.

“Initial Public Offering” shall mean the first underwritten public offering of Common Shares pursuant to an effective registration statement under the Securities Act.

“Investor” shall mean, collectively, KPS Special Situations Fund II, L.P. and KPS Special Situations Fund II(A), L.P.

“Investor Exit Event” shall have the meaning ascribed to the term “KPS Exit Event” in the Corporation’s Restricted Stock Unit Plan.

“Junior Shares” shall have the meaning ascribed to it in Section 1(a) of Part B of Article FOURTH.

“Liquidation” shall mean a voluntary or involuntary liquidation under applicable bankruptcy or reorganization legislation, or the dissolution or winding up of the Corporation.

“Liquidation Payment” means, with respect to each share of Series A Preferred Shares, a payment equal to the Liquidation Preference.

“Liquidation Preference” shall have the meaning ascribed to it in Section 3(a) of Part B of Article FOURTH.

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“Market Price” shall mean, with respect to the Capital Shares of any Person, as of the date of determination, (a) if such Capital Shares are listed on a national securities exchange. the closing price per share of such Capital Shares on such date published in The Wall Street Journal (National Edition) or, if no such closing price on such date is published in The Wall Street Journal (National Edition), the average of the closing bid and asked prices on such date, as officially reported on the principal national securities exchange on which such Capital Shares are then listed or admitted to trading; or (b) if such Capital Shares are not then listed or admitted to trading on any national securities exchange but are designated as a national market system security by the National Association of Securities Dealers, Inc., the last trading price of such Capital Shares on such date; or (c) if there shall have been no trading on such date or if such Capital Shares are not designated as a national market system security by the National Association of Securities Dealers, Inc., the average of the reported closing bid and asked prices of such Capital Shares on such date as shown by the National Market System of the National Association of Securities Dealers, Inc. Automated Quotations System and reported by any member firm of the New York Stock Exchange selected by the Corporation; or (d) if none of (a), (b) or (c) is applicable, a fair market value price per share determined mutually by the Board of Directors and the holders of a majority of the Series A Preferred Shares taking into consideration, among other factors, whether such securities are “restricted securities,” the absence of a public market for such shares, or, if the Board of Directors and the holders of a majority of the Series A Preferred Shares shall fail to agree, at the Corporation’s expense, by an appraiser chosen by the Corporation and reasonably satisfactory to the holders of a majority of the Series A Preferred Shares. Any determination of the Market Price of Capital Stock of the Corporation by an appraiser or the Board of Directors shall be based on a valuation of the Corporation as an entirety without regard to any discount for minority interests, illiquidity or disparate voting rights among classes of Capital Shares of the Corporation.

“Net Indebtedness” means (a) all obligations of the Corporation or any of its subsidiaries for borrowed money (including, without limitation, reimbursement and all other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (b) all obligations of the Corporation or any of its subsidiaries to pay the deferred purchase price of property or services, except trade accounts payable and accrued commercial or trade liabilities arising in the ordinary course of business, (c) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by the Corporation or any of its subsidiaries, whether periodically or upon the happening of a contingency, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired the Corporation or any of its subsidiaries (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of the Corporation or any of its subsidiaries under leases which have been or should be, in accordance with U.S. generally accepted accounting principles, recorded as capital leases, (f) all indebtedness secured by any lien (other than liens in favor of lessors under leases other than leases included in clause (e)) on any property or asset owned or held by the Corporation or any of its subsidiaries regardless of whether the indebtedness secured thereby shall have been assumed by the Corporation or any of its subsidiaries or is non-recourse to the credit of such Person, (g) any Contingent Obligation of the Corporation or any of its subsidiaries and (h) less any cash or cash equivalents of the Corporation or any of its subsidiaries, in each case a

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evidenced by the Corporation’s audited financial statements for the years ended December 31, 2006 and 2007.

“Outstanding Net Indebtedness” means as to any Period, the average amount of Net Indebtedness for a period beginning on the first day of December prior to the end of such Period and ending on the last day of February following the end of such Period.

“Percentage Increase” means any amount that shall be added to the Percentage Ownership based on achieving each of the following Targets for each Period: (a) if in Period 1, EBITDA exceeds $10,000,000, then an additional 3% will be added to the Percentage Ownership, (b) if in Period 1, Outstanding Net Indebtedness is less than $25,500,000, then an additional 2% will be added to the Percentage Ownership, (c) if in Period 2, (i) EBITDA is at least $13,000,000 but less than $14,000,000, then an additional 0.05% will be added to the Percentage Ownership upon achieving $13,000,000 in EBITDA, and an additional 0.05% will be added to the Percentage Ownership for each additional $100,000 generated in EBITDA (but the total Percentage Increase under this clause (c) (i) shall not exceed 0.50%), (ii) EBITDA is at least $14,000,000 but less than $15,000,000, then (without giving effect to clause (i)) an additional .60% will be added to the Percentage Ownership upon achieving $14,000,000 in EBITDA, and an additional 0.10% will be added to the Percentage Ownership for each additional $100,000 generated in EBITDA (but the total Percentage Increase under this clause (c) (ii) shall not exceed 1.5%), or (iii) EBITDA is equal to or greater than $15,000,000, then (without giving effect to clauses (i) or (ii)) an additional 3% will be added to the Percentage Ownership, and (d) if in Period 2, (i) Outstanding Net Indebtedness is no greater than $24,000,000, but is greater than $22,000,000, then an additional 0.05% will be added to the Percentage Ownership upon achieving Outstanding Net Indebtedness of $24,000,000 and an additional 0.05% will be added to the Percentage Ownership for each additional $200,000 reduction in Outstanding Net Indebtedness (but the total Percentage Increase under this clause (d) (i) shall not exceed 0.50%), or (ii) Outstanding Net Indebtedness is no greater than $22,000,000, then (without giving effect to clause (i)) an additional 2.0% will be added to the Percentage Ownership. Notwithstanding any of the foregoing to the contrary, (i) if there is an Investor Exit Event prior to the completion of Period I, then the maximum Percentage Increase that could have been achieved during Period 1 shall be deemed to have occurred immediately prior to such Investor Exit Event and (ii) if there is an Investor Exit Event prior to the completion of any Period, then the maximum Percentage Increase that could have been achieved during Period 2 shall be deemed to have occurred immediately prior to such Investor Exit Event only if upon such Investor Exit Event, the Investors collectively receive 3 times the aggregate amount of equity invested by such Investors.

“Percentage Ownership” means the percentage determined by dividing (x) the number of Cloyes Shares outstanding (as adjusted for any Capital Changes after the date of the Filing) divided by (y) the sum of (i) the number of Cloyes Shares (as adjusted for any Capital Changes after the date of the Filing) plus (ii) the number of Common Shares issuable upon the conversion of the Series A Preferred outstanding on the date hereof (as adjusted for any Capital Changes not already reflected in an adjustment to the Conversion Price in accordance with Section 6 of Part B of Article FOURTH) plus (B) the number of Common Shares issued upon the conversion of the Series A Preferred Shares (as adjusted for any Capital Changes not already reflected in an adjustment to the Conversion Price in accordance with Section 6 of Part B of Article FOURTH). The Percentage Ownership as of the date of the Filing after giving effect to the issuance of the

18

Series A Preferred Shares is 10% and may be increased from time to time pursuant to Sections 6(e) and 6(f) of Part B of Article FOURTH. For the avoidance of doubt no Capital Shares issued after the date of this Filing, other than shares issued to the holders of the Cloyes Shares or the Series A Preferred Shares (or the holders of Common Shares issued upon conversion of the Series A Preferred Shares) in connection with a Capital Change, shall be included in the calculation of Percentage Ownership.

“Period” means Period 1 or Period 2, as the context requires.

“Period 1” shall have the meaning ascribed to it in Section 6(e) of Part B of Article FOURTH.

“Period 2” shall have the meaning ascribed to it in Section 6(e) of Part B of Article FOURTH.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

“Restructuring Costs” shall have the meaning in Stock Purchase Agreement dated the date of the Filing by and among the Corporation and the other parties named therein.

“Sale Transaction” shall mean (a) (i) the merger or consolidation of the Corporation into or with one or more Persons, (ii) the merger or consolidation of one or more Persons into or with the Corporation or (iii) a tender offer or other business combination if, in the case of (i), (ii) or (iii), the shareholders of the Corporation prior to such merger or consolidation do not retain at least a majority of the voting power of the surviving Person or (b) the voluntary sale, conveyance, exchange or transfer to another Person or Persons of (i) the voting Capital Shares of the Corporation if, after such sale, conveyance, exchange or transfer, the shareholders of the Corporation prior to such sale, conveyance, exchange or transfer do not retain at least a majority of the voting power of the Corporation or (ii) all or substantially all of the assets of the Corporation.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Series A Preferred Shares” shall have the meaning ascribed to it in subsection (b) of Article FOURTH prior to Part A thereof.

“Special Distribution” means any distribution to the holders of the Series A Preferred Shares approved by the Board of Directors and permitted under Section 2(b) of Part B of Article FOURTH for the purpose of paying any portion of the Liquidation Preference on such Series A Preferred Shares to holders of the Series A Preferred Shares and converting the appropriate number of Series A Preferred Shares into Common Shares as contemplated by Section 6(b) of Part B of Article FOURTH.

19

“Target” means, with respect to each Period, the EBITDA Target or the Debt Reduction Target, as the context requires.

“Transaction” shall have the meaning ascribed to it in Section 6(i) of Part B of Article FOURTH.

EIGHTH:Certain Remedies. Any registered holder of Capital Shares shall, to the extent permitted by law, be entitled to an injunction or injunctions to prevent breaches of the provisions of this Amended and Restated Articles of Incorporation and to enforce specifically the terms and provisions of this Amended and Restated Articles of Incorporation in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which such holder may be entitled at law or in equity.

20

UNITED STATES OF AMERICA,

STATE OF OHIO,

OFFICE OF SECRETARY OF STATE

I, Jon Husted, Secretary of State of the State of Ohio, do hereby certify that the paper to which this is attached is a true and correct copy from the original record now in my official custody as Secretary of State.

	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 27th day of March, A.D. 2017. Ohio Secretary of State
Validation Number:
201708603382

DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 12/02/2009 200933600374 MERGER/DOMESTIC (MER) 125.00 300.00 .00 ,00 .00 Receipt This is not a bill. Please do not remit payment. CT CORPORATION SYSTEM 4400 EASTON COMMONS WAY, SUITE 125 ATTN: TIMOTHY ROBERSON COLUMBUS. OH 43219 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jennifer Brunner 206185 It is hereby certified that the Secretary of State of Ohio has custody of the business records for CLOYES GEAR AND PRODUCTS, INC. and, that said business records show the filing and recording of: Document(s) MERGER/DOMESTIC Document No(s): 200933600374 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 2nd day of December, A.D. 2009. United States of America State of Ohio Office of the Secretary of State Ohio Secretary of State

DATE: DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 12/02/2009 200933600374 MERGED OUT OF EXISTENCE (MEX) .00 .00 .00 .00 .00 Receipt This is not a bill. Please do not remit payment. CT CORPORATION SYSTEM 4400 EASTON COMMONS WAY, SUITE 125 ATTN: TIMOTHY ROBERSON COLUMBUS, OH 43219 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jennifer Brunner 1892771 It is hereby certified that the Secretary of State of Ohio has custody of the business records for CLOYES MERGER CORPORATION and, that said business records show the filing and recording of: Document(s) MERGED OUT OF EXISTENCE Document No(s): 200933600374 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 2nd day of December, A.D. 2009. United States of America State of Ohio Office of the Secretary of State Ohio Secretary of State

Form 551 Prescribed by the: Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767-3453) www.sos.state.oh.us Busserv@sos.state.oh.us Expedite this form: (select one) Mail form to one of the following: Expedite PO Box 1390 Columbus, OH 43216 *** Requires an additional fee of $100 *** Non Expedite PO Box 1329 Columbus, OH 43216 CERTIFICATE OF MERGER Filing Fee $125 (154-MER) In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan associations, limited liability companies, partnerships, limited partnerships and/or limited liability partnerships, desiring to effect a merger, set forth the following facts I. SURVIVING ENTITY A. Name of the entity surviving the merger Cloyes Gear and Products, Inc. B. Name Change: As a result of this merger, the name of the surviving entity has been changed to the following (Complete only if name of surviving entity is changing through the merger) C. The surviving entity is a (Please check the appropriate box and fill in the appropriate blanks) Domestic (Ohio) For-Profit Corporation, charter number 206185 Domestic (Ohio) Nonprofit Corporation, charter number Foreign (Non-Ohio) For-Profit Corporation incorporated under the laws of the jurisdiction of and licensed to transact business in the state of Ohio under license number Foreign (Non-Ohio) For-Profit Corporation incorporated under the laws of the jurisdiction of and NOT licensed to transact business in the state of Ohio Foreign (Non-Ohio) Nonprofit Corporation under the laws of the jurisdiction of and licensed to transact business in the state of Ohio under license number Foreign (Non-Ohio) Nonprofit Corporation under the laws of the jurisdiction of and NOT licensed to transact business in the state of Ohio Domestic (Ohio) For-Profit Limited Liability Company, with registration number Domestic (Ohio) Nonprofit Limited Liability Company, with registration number Foreign (Non-Ohio) For-Profit Limited Liability Company organized under the laws of the jurisdiction of registered to do business in the state of Ohio under registration number Foreign (Non-Ohio) For-Profit Limited Liability Company organized under the laws of the jurisdiction of and NOT registered to do business in the state of Ohio Form 551 Page 1 of 12 Last Revised: 12/01/2008 RECEIVED SECRETARY OF STATE 2009 DEC-2 PM 12:30 CLIENT SERVICE

Foreign (Non-Ohio) Nonprofit Limited Liability Company organized under the laws of the jurisdiction of and registered to do business in the state of Ohio under registration number Foreign (Non-Ohio) Nonprofit Limited Liability Company organized under the laws of the jurisdiction of and NOT registered to do business in the State of Ohio Partnership, registration number, if any, Partnership NOT registered with the state of Ohio Domestic (Ohio) Limited Partnership, with registration number Foreign (Non-Ohio) Limited Partnership organized under the laws of the jurisdiction of and registered to do business in the state of Ohio under registration number Foreign (Non-Ohio) Limited Partnership organized under the laws of the jurisdiction of and NOT registered to do business in the state of Ohio Domestic (Ohio) Limited Liability Partnership, with the registration number Foreign (Non-Ohio) Limited Liability Partnership organized under the laws of the jurisdiction of and registered to do business in the state of Ohio under registration number Foreign (Non-Ohio) Limited Liability Partnership organized under the laws of the jurisdiction of and NOT registered to do business in the state of Ohio II. CONSTITUENT ENTITY Provide the name, charter/license/registration number, type of entity, jurisdiction of formation, for each entity merging out of existence. (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the additional merging entities) Name Charter, License, Registration , Jurisdiction Type of Entity or Registration Number of Formation Cloyes Merger Corporation 1892771 Ohio For-Profit Corporation III. MERGER AGREEMENT ON FILE The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the merger agreement upon written request Anthony F. Blake 601 Phoenix Avenue, Suite #2 Name Mailing Address Fort Smith AR 72903 City State Zip Code Form 551 Page 2 of 12 Last Revised: 12/01/2008

IV. EFFECTIVE DATE OF MERGER This merger is to be effective on (The date specified must be on or after the date of the filing; the effective date of the merger cannot be earlier than the date of filing, if no date is specified, the date of filing will be the effective date of the merger). V. MERGER AUTHORIZED Each constituent entity has complied with all of the laws under which it exists and the laws permit the merger. The agreement of merger is authorized on behalf of each constituent entity and each person who signed the certificate on behalf of each entity is authorized to do so. VI. STATEMENT OF MERGER Upon filing this Certificate of Merger, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity. VII. STATUTORY AGENT If the surviving entity is a foreign entity NOT licensed to transact business in Ohio, OR if the surviving entity is a domestic corporation, limited liability company, or limited partnership entity updating its agent information, provide the name and address of statutory agent upon whom any process, notice or demand may be served. AGC Co. 3200 National City Center, 1900 E. 9th Street Name Mailing Address Cleveland Ohio 44114-3485 City State Zip Code VIII ACCEPTANCE OF AGENT If the new entity is a domestic corporation, domestic limited liability company, partnership or domestic limited partnership, then the agent must accept appointment. The undersigned, named herein as the statutory agent upon whom service of process against any constituent entity or the surviving entity may be served, hereby acknowledges and accepts the appointment of statutory agent. 12/2/09 Signature of Agent Date If the agent is an individual using a P.O. Box, the agent must check this box to confirm that he or she is an Ohio resident IX AMENDMENTS In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger. Amendments are attached No Amendments X REQUIREMENTS OF CORPORATIONS MERGING OUT OF EXISTENCE If a domestic or foreign corporation licensed to transact business in Ohio is a constituent entity and the surviving or new entity resulting from the merger is not a domestic or foreign corporation that is to be licensed to transact business in Ohio, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 and division (G) of section 1702.47 of the Revised Code with respect to each domestic corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code with respect to each foreign constituent corporation licensed to transact business in Ohio. Form 551 Page 3 of 12 Last Revised: 12/01/2008

XI QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY A. The surviving foreign entity desires to transact business in Ohio as a foreign corporation, bank, savings bank, savings and loan, limited liability company, partnership, limited partnership, or limited liability partnership, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the state of Ohio. Name Mailing Address Ohio City State Zip Code If the agent is an individual using a P.O. Box, check the box to confirm that the agent is an Ohio resident. The surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or limited liability partnership ("surviving entity") irrevocably consents to (1) service of process on the statutory agent listed above as long as authority of the agent continues, and (2) to service of process upon the Secretary of State of Ohio if the agent cannot be found. If the surviving entity fails to designate another agent, as required by Ohio law, the surviving entity's license or registration to do business in Ohio expires or is canceled. B. The qualifying entity also states as follows: (Complete only if applicable) 1. Foreign Qualifying Corporation (Section 1703.04) (If the qualifying entity is a foreign corporation, the following information must be completed.) (a) Name of the corporation in its jurisdiction of formation (b) If the corporate name is not available, the trade name under which it will do business in Ohio (c) Location and complete address of its principal office Mailing Address City State Zip Code (d) Name of the county in which its principal office in Ohio, if any, is to be located (e) A brief summary of the corporate purpose to be exercised within Ohio (f) To procure a license to transact business in Ohio, a foreign corporation for-profit must file with the secretary of state a certificate of good standing or subsistence, dated not earlier than 90 days prior to the filing of the application, under the seal of the secretary of state, or other proper official, of the jurisdiction under the laws of which said corporation was incorporated, setting forth: (1) the exact corporate title; (2) the date of incorporation; and (3) the fact that the corporation is in good standing or is a subsisting corporation. Form 551 Page 4 of 12 Last Revised: 12/01/2008

2 Foreign Notice (Section 1703.031) (If the qualifying entity is a foreign bank, savings bank, or savings and loan, the following information must be completed.) (a) Name of the Foreign nationally/federally chartered bank, savings bank, or savings and loan association (b) Any trade name(s) under which the corporation will conduct business in Ohio (c) Location of the corporation's main office (Non-Ohio) Mailing Address City State Zip Code (d) Principal office location in Ohio Mailing Address Ohio City State Zip Code (If there will not be an office in Ohio, please state "None" on the form) (e) The corporation will exercise the following purpose(s) in Ohio 3. Foreign Qualifying Limited Liability Company (Section 1705.54) (If the qualifying entity is a foreign limited liability company, the following information must be completed.) (a) Name of the For-Profit or Nonprofit limited liability company in its jurisdiction of formation (b) Name under which the limited liability company desires to transact business in Ohio (if different from its name in its jurisdiction of formation) (c) The limited liability company was formed on Date under the laws of the jurisdiction of Jurisdiction Form 551 Page 5 of 12 Last Revised: 12/01/2008

(d) Address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company Mailing Address City State Zip Code 4. Foreign Qualifying Limited Partnership under section 1782.49 (If the qualifying entity is a foreign limited partnership, the following information must be completed.) (a) Name of the limited partnership (b) The limited partnership was formed on Under the laws of the jurisdiction of Date Jurisdiction (c) Address of the office of the limited partnership in its jurisdiction of formation Mailing Address City State Zip Code (d) Address of the limited partnership's principal office Mailing Address City State Zip Code (e) The names and business or residence addresses of the general partners of the partnership are as follows: Name Mailing Address Name Mailing Address Name Mailing Address Name Mailing Address (Please attach additional separate sheet(s) listing other general partners and their addresses as needed) Form 551 Page 6 of 12 Last Revised: 12/01/2008

(f) The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained Mailing Address City State Zip Code The limited partnership hereby certifies that it shall maintain such records until the registration of the limited partnership in Ohio is canceled or withdrawn. 5. Foreign Qualifying Limited Liability Partnership (Section 1776.86) (if the qualifying entity is a foreign limited liability partnership, the following information must be completed.) (a) Name of the partnership Name must include one of the following phrases or abbreviations: "registered limited liability partnership," "limited liability partnership," " R.L.L.P.," "L.L.P.," "RLLP," or "LLP." (b) The partnership was formed under the laws of the jurisdiction of (c) Address of the partnership's chief executive office Mailing Address City State Zip Code (d) If the chief executive office is not in Ohio, the address of any office of the partnership in Ohio, if one exists Mailing Address Ohio City State Zip Code (e) Foreign limited liability partnership must attach evidence of existence in its jurisdiction of formation (origin). (Proceed to page 8 for signatures of authorized officers, partners and representatives.) Form 551 Page 7 of 12 Last Revised: 12/01/2008

The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below Cloyes Gear and Products, Inc. Exact name of entity By: Signature Its: President and Chief Executive Officer Title Date: 12/2/09 Cloyes Merger Corporation Exact name of entity By: Signature Its: Chief Financial Officer Title Date: 12/2/09 Exact name of entity By: Signature Its: Title Date: Exact name of entity By: Signature Its: Title Date: Exact name of entity By: Signature Its: Title Date: An authorized representative of each constituent corporation, partnership, or entity must sign the merger certificate (ORC 1701.81(A), 1702.43 (A), 1705.38(A), 1776.70(A), 1782.433(A)). Form 551 Page 8 of 12 Last Revised: 12/01/2008

Prescribed by: The Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453) www.sos.state.oh.us e-mail: busserv@sos.state.oh.us Expedite this Form: (Select One) Mail Form to one of the Following: Yes PO Box 1390 Columbus, OH 43216 *** Requires an additional fee of $100 *** PO Box 1028 No Columbus, OH 43216 Certificate of Amendment by Shareholders or Members (Domestic) Filing Fee $50.00 (CHECK ONLY ONE (1) BOX) (1) Domestic for Profit PLEASE READ INSTRUCTIONS Amended Amendment (122-AMAP) (125-AMDS) (2) Domestic Nonprofit Amended (126-AMAN) O Amendment (128-AMD) Complete the general information in this section for the box checked above. Name of Corporation Cloyes Gear and Products, Inc Charter Number 206185 Name of Officer M. Trevor Myers Title President and Chief Executive Officer Please check if additional provisions attached. The above named Ohio corporation, does hereby certify that: A meeting of the shareholders directors ( nonprofit amended articles only) members was duly called and held on December 2, 2009 (Date) at which meeting a quorum was present in person or by proxy, based upon the quorum present, an affirmative vote was cast which entitled them to exercise 66.66% as the voting power of the corporation. In a writing signed by all of the shareholders directors (non-profit amended articles only) members who would be entitled to the notice of a meeting or such other proportion not less than a majority as the articles of regulations or bylaws permit. Clause applies if amended box is checked. Resolved, that the following amended articles of incorporations be and the same are hereby adopted to supercede and take the place of the existing articles of incorporation and all amendments thereto. 541 Page 1 of 2 Last Revised: May 2002

All of the following information must be completed if an amended box is checked. If an amendment box is checked, complete the areas that apply. FIRST: The name of the corporation is: Cloyes Gear and Products, Inc. SECOND: The place in the State of Ohio where its principal office is located is in the City of: Mentor Lake (city, village or township) (county) THIRD: The purposes of the corporation are as follows: The purposes for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Chapter 1701 of the Revised Code of Ohio. FOURTH: The number of shares which the corporation is authorized to have outstanding is: 1,000 Common Shares, No Par Value (Does not apply to box (2)) REQUIRED Must be authenticated (signed) by an authorized representative (See Instructions) Authorized Representative Date 12/2/09 (Print Name) Authorized Representative M Trevor Myers Date (Print Name) 541 Page 2 of 2 Last Revised: May 2002

UNITED STATES OF AMERICA,

STATE OF OHIO,

OFFICE OF SECRETARY OF STATE

I, Jon Husted, Secretary of State of the State of Ohio, do hereby certify that the paper to which this is attached is a true and correct copy fiom the original record now in my official custody as Secretary of State.

	Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 27th day of March, A.D. 2017. Ohio Secretary of State
Validation Number:
201708603382

DATE DOCUMENT ID DESCRIPTION FILING EXPED PENALTY CERT COPY 09/25/2014* 201426701474 DOMESTIC AGENT SUBSEQUENT APPOINTMENT (AGS) 25.00 0.00 0.00 0.00 0.00 Receipt This is not a bill. Please do not remit payment. CT CORPORATION SYSTEM ATTN: JAMES H TANKS III 4400 EASTON COMMONS WAY, STE 125 COLUMBUS, OH 43219 STATE OF OHIO CERTIFICATE Ohio Secretary of State, Jon Husted 206185 It is hereby certified that the Secretary of State of Ohio has custody of the business records for CLOYES GEAR AND PRODUCTS, INC. and, that said business records show the filing and recording of: Documents) Document No(s): DOMESTIC AGENT SUBSEQUENT APPOINTMENT Effective Date: 09/23/2014 201426701474 Witness my hand and the seal of the Secretary of State at Columbus, Ohio this 25th day of September, A.D. 2014. United States of America State of Ohio Office of the Secretary of State Ohio Secretary of State

Form 521 Prescribed by: JON HUSTED Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767-3453) www.OhioSecretaryofState.gov Busserv@OblioSecretaryofState.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 788 Columbus, OH 43216 Expedite Filing (Two business day processing time requires an additional $100.00) P.O. Box 1390 Columbus, OH 43216 Statutory Agent Update Filing Fee: $25 (CHECK ONLY ONE(1) BOX) (1) Subsequent Appointment of Agent Corp (165-AGS) LP (165-AGS) LLC (171-LSA) Business Trust (171-LSA) Real Estate Investment Trust (171-LSA) (2) Change of Address of an Agent Corp (145-AGA) LP (145-AGA) LLC (144-LAD) Business Trust (144-LAD) Real Estate Investment Trust (144-LAD) (3) Resignation of Agent Corp (155-AGR) LP (155-AGR) LLC (153-LAG) Partnership (153-LAG) Business Trust (153-LAG) Real Estate Investment Trust (153-LAG) Name of Entity CLOYES GEAR AND PRODUCTS, INC. Charter, License or Registration No. 206185 Name of Current Agent AGC CO. Complete the information in this section if box (1) is checked Name and Address of New Agent C T Corporation System Name of Agent 1300 East 9th Street Mailing Address Cleveland Ohio 44114 City State ZIP Code Form 521 Page 1 of 3 Last Revised: 05/14/2014

Complete the information in this section if box (1) is checked and business is an Ohio entity ACCEPTANCE OF APPOINTMENT FOR DOMESTIC ENTITY'S AGENT The Undersigned, C T Corporation System, named herein as the Name of Agent statutory agent for CLOYES GEAR AND PRODUCTS, INC. hereby acknowledges Name of Business Entity and accepts the appointment of statutory agent for said entity. Signature: James H. Tanks II, Assistant Secretory Individual Agent's Signature/Signature on behalf of Business Serving as Agent Complete the information in this section if box (2) is checked New Address of Agent Mailing Address Ohio City State ZIP Code Form 521 Page 2 of 3 Last Revised: 05/14/2014 Complete the Information in this section if box (3) is checked The agent of record for the entity identified on page 1 resigns as statutory agent. Current or last known address of the entity’s principal office where a copy of this Resignation of Agent was sent as of the date of filing or prior to the date filed. Mailing Address City State Zip Code Form 521 Page 2 of 3 Last Revised: 5/14/2014

By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document. Required Agent update must be signed by an authorized representative (see instructions for specific information). Authorized Representative /s/ Liela Morad By (If applicable) If authorized representative is an individual, then they must sign in the "signature" box and print their name in the "Print Name" box. Liela Morad Print Name If authorized representative is a business entity, not an individual, then please print the business name in the "signature" box, an authorized representative of the business entity must sign in the "By" box and print their name in the "Print Name" box. Authorized Representative By (If applicable) Print Name Form 521 Page 3 of 3 Last Revised: 05/14/2014

EX-3.99

Exhibit 3.99

CODE OF REGULATIONS
OF
CLOYES GEAR AND PRODUCTS, INC.(1)

(the “Corporation”)

ARTICLE I

Meetings of Shareholders

Section 1. Annual Meetings. The annual meeting of shareholders shall be held at such time and on such date in the month of June of each year as may be fixed by the Board of Directors and stated in the notice of the meeting, for the election of directors, the consideration of reports to be laid before such meeting and the transaction of such other business as may properly come before the meeting.

Section 2. Special Meetings. Special meetings of the shareholders shall be called upon the written request of the president, the directors by action at a meeting, a majority of the directors acting without a meeting, or of the holders of shares entitling them to exercise twenty-five percent (25%) of the voting power of the Corporation entitled to vote thereat. Calls for such meetings shall specify the purposes thereof. No business other than that specified in the call shall be considered at any special meeting.

Section 3. Notices of Meetings. Unless waived, written notice of each annual or special meeting stating the time, place, and the purposes thereof shall be given by personal delivery, overnight delivery service or by mail to each shareholder of record entitled to vote at or entitled to notice of the meeting, not more than sixty (60) days nor less than seven (7) days before any such meeting. If delivered by overnight delivery service or mail, such notice shall be directed to the shareholder at his address as the same appears upon the records of the Corporation. Any shareholder, either before or after any meeting, may waive any notice required to be given by law or under these Regulations.

Section 4. Place of Meetings. Meetings of shareholders shall be held at the principal office of the Corporation unless the Board of Directors determines that a meeting shall be held at some other place within or without the state of Ohio and causes the notice thereof to so state.

Section 5. Quorum. The holders of shares entitling them to exercise a majority of the voting power of the Corporation entitled to vote at any meeting, present in person or by the proxy, shall constitute a quorum for the transaction of business to be considered at such meeting; provided, however, that no action required by law or by the Corporation’s Articles of Incorporation, as the same may be amended from time to time, or these Regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class may be authorized or taken by a lesser proportion. The holders of a majority of

(1) Adopted as of December 2, 2009.

the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time, until a quorum shall be present.

Section 6. Record Date. The Board of Directors may fix a record date for any lawful purpose, including, without limiting the generality of the foregoing, the determination of shareholders entitled to (i) receive notice of or to vote at any meeting, (ii) receive payment of any dividend or distribution, (iii) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto, or (iv) participate in the execution of written consents, waivers or releases. Said record date shall not be more than sixty (60) days preceding the date of such meeting, the date fixed for the payment of any dividend or distribution or the date fixed for the receipt or the exercise of rights, as the case may be.

If a record date shall not be fixed, the record date for the determination of shareholders who are entitled to notice of, or who are entitled to vote at, a meeting of shareholders, shall be the close of business on the date next preceding the day on which notice is given, or the close of business on the date next preceding the day on which the meeting is held, as the case may be.

Section 7. Proxies. A person who is entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers or releases, may be represented at such meeting or vote thereat, and execute consents, waivers and releases, and exercise any of his other rights, by proxy or proxies appointed by a writing signed by such person.

ARTICLE II

Directors

Section 1. Number of Directors. Until changed in accordance with the provisions of this section, the number of directors of the Corporation, none of whom need be shareholders, shall be equal to the number of shareholders of the Corporation until the Corporation has three or more shareholders in which case the number of the directors shall be no less than three (3) and no greater than (9). The number of directors may be fixed or changed at any annual meeting or at any special meeting called for that purpose by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal.

Section 2. Election of Directors. Directors shall be elected at the annual meeting of shareholders, but when the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called and held for that purpose. Such election shall be by ballot whenever requested by any shareholder entitled to vote at such election; but, unless such request is made, the election may be conducted in any manner approved at such meeting.

Subject to any requirements in the Articles of Incorporation, at each meeting of shareholders for the election of directors, the persons receiving the greatest number of votes shall be directors.

Section 3. Term of Office. Each director shall hold office until the annual meeting next succeeding his election and until his successor is elected and qualified, or until his earlier resignation, removal from office or death.

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Section 4. Removal. Subject to Section 1701.58(C) of the Ohio Revised Code, if applicable, and except as set forth in the Articles of Incorporation, all the directors, or all the directors of a particular class, or any individual director may be removed from office, without assigning any cause, by the vote of the holders of a majority of the voting power entitling them to elect directors of a particular class in place of those to be removed. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed.

Section 5. Vacancies. Except as set forth in the Articles of Incorporation, vacancies in the Board of Directors may be filled by a majority vote of the remaining directors of a particular class until an election to fill such vacancies is had. Shareholders entitled to elect directors of a particular class shall have the right to fill any vacancy in the board (whether the same has been temporarily filled by the remaining directors or not) at any meeting of the shareholders called for that purpose, and any directors elected at any such meeting of shareholders shall serve until the next annual election of directors and until their successors are elected and qualified.

Section 6. Quorum and Transaction of Business. Except as set forth in the Articles of Incorporation, a majority of the whole authorized number of directors shall constitute a quorum for the transaction of business, except that a majority of the directors in office shall constitute a quorum for filling a vacancy on the board. Whenever less than a quorum is present at the time and place appointed for any meeting of the board, a majority of those present may adjourn the meeting from time to time, until a quorum shall be present. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 7. Annual Meeting. Annual meetings of the Board of Directors shall be held immediately following annual meetings of the shareholders, or as soon thereafter as is practicable. If no annual meeting of the shareholders is held, or if directors are not elected thereat, then the annual meeting of the Board of Directors shall be held immediately following any special meeting of the shareholders at which directors are elected, or as soon thereafter as is practicable. If such annual meeting of directors is held immediately following a meeting of the shareholders, it shall be held at the same place at which such shareholders’ meeting was held.

Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places, within or without the State of Ohio, as the Board of Directors may, by resolutions or by-law, from time to time, determine. The secretary shall give notice of each such resolution or by-law to any director who was not present at the time the same was adopted, but no further notice of such regular meeting need be given.

Section 9. Special Meetings. Special meetings of the Board of Directors may be called by the chairman of the board, the president, any vice president, or any two members of the Board of Directors, and shall be held at such times and places, within or without the State of Ohio, as may be specified in such call.

Section 10. Notice of Annual or Special Meetings. Notice of the time and place of each annual or special meeting shall be given to each director by the secretary or by the person or persons calling such meeting. Such notice need not specify the purpose or purposes of the

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meeting and may be given in any manner or method and at such time so that the director receiving it may have reasonable opportunity to participate in the meeting. Such notice shall, in all events, be deemed to have been properly and duly given if mailed at least forty-eight (48) hours prior to the meeting and directed to the residence of each director as shown upon the secretary’s records and, in the event of a meeting to be held through the use of communications equipment, if the notice sets forth the telephone number at which each director may be reached for purposes of participation in the meeting as shown upon the secretary’s records and states that the secretary must be notified if a director desires to be reached at a different telephone number. The giving of notice shall be deemed to have been waived by any director who shall participate in such meeting and may be waived, in a writing, by any director either before or after such meeting.

Section 11. Compensation. The directors, as such, shall be entitled to receive such reasonable compensation for their services as may be fixed from time to time by resolution of the board, and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of the executive committee or of any standing or special committee may by resolution of the board be allowed such compensation for their services as the board may deem reasonable, and additional compensation may be allowed to directors for special services rendered.

Section 12. By-Laws. For the government of its actions, the Board of Directors may adopt by-laws consistent with the Articles of Incorporation and these Regulations.

ARTICLE III

Committees

Section 1. Executive Committee. The Board of Directors may from time to time, by resolution passed by a majority of the whole board, create an executive committee of three or more directors, the members of which shall be elected by the Board of Directors to serve during the pleasure of the board. If the Board of Directors does not designate a chairman of the executive committee, the executive committee shall elect a chairman from its own number. Except as otherwise provided herein and in the resolution creating an executive committee, such committee shall, during the intervals between the meetings of the Board of Directors, possess and may exercise all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, other than that of filling vacancies among the directors or in any committee of the directors. The executive committee shall keep full records and accounts of its proceedings and transactions. All action by the executive committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to the control, revision and alteration by the Board of Directors, provided that no rights of third persons shall be prejudicially affected thereby. Vacancies in the executive committee shall be filled by the directors, and the directors may appoint one or more directors as alternate members of the committee who may take the place of any absent member or members at any meeting.

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Section 2. Meetings of Executive Committee. Subject to the provisions of these Regulations, the executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolutions of the Board of Directors, and it shall also meet at the call of the president, the chairman of the executive committee or any two members of the committee. Unless otherwise provided by such rules or by such resolutions, the provisions of Section 10 of Article II relating to the notice required to be given of meetings of the Board of Directors shall also apply to meetings of the executive committee. A majority of the executive committee shall be necessary to constitute a quorum. The executive committee may act in a writing, or by telephone with written confirmation, without a meeting, but no such action of the executive committee shall be effective unless concurred in by all members of the committee.

Section 3. Other Committees. The Board of Directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be delegated to it by the Board of Directors. The provisions of Section 1 and Section 2 of this Article shall govern the appointment and action of such committees so far as the same are consistent with such appointment and unless otherwise provided by the Board of Directors. Vacancies in such committees shall be filled by the Board of Directors or as the Board of Directors may provide.

ARTICLE IV

Officers

Section 1. General Provisions. The Board of Directors shall elect a president, such number of vice presidents as the board may from time to time determine, a secretary and a treasurer and, in its discretion, a chairman of the Board of Directors. The Board of Directors may from time to time create such offices and appoint such other officers, subordinate officers and assistant officers as it may determine. The president, any vice president who succeeds to the office of the president, and the chairman of the board shall be, but the other officers need not be, chosen from among the members of the Board of Directors. Any two of such offices, other than that of president and vice president, may be held by the name person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 2. Term of Office. The officers of the Corporation shall hold office during the pleasure of the Board of Directors, and, unless sooner removed by the Board of Directors, until the organization meeting of the Board of Directors following the date of their election and until their successors are chosen and qualified. The Board of Directors may remove any officer at any time, with or with out cause. A vacancy in any office, however created, shall be filled by the Board of Directors.

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ARTICLE V

Duties of Officers

Section 1. Chairman of the Board. The chairman of the board, if one be elected, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 2. President. The president shall be the chief executive officer of the Corporation and shall exercise supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. He shall preside at all meetings of shareholders, and, in the absence of the chairman of the board, or if a chairman of the board shall not have been elected, shall also preside at meetings of the Board of Directors. He shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes, and other instruments requiring his signature; and shall have all the powers and duties prescribed by Chapter 1701 of the Revised Code of Ohio and such others as the Board of Directors may from time to time assign to him.

Section 3. Vice Presidents. The vice presidents shall have such powers and duties as may from time to time be assigned to them by the Board of Directors or the president. At the request of the president, or in the case of his absence or disability, the vice president designated by the president (or in the absence of such designation, the vice president designated by the board) shall perform all the duties of the president and, when so acting, shall have all the powers of the president. The authority of vice presidents to sign in the name of the Corporation certificates for shares and deeds, mortgages, bonds, agreements, notes and other instruments shall be coordinate with like authority of the president.

Section 4. Secretary. The secretary shall keep minutes of all the proceedings of the shareholders and Board of Directors and shall make proper record of the same, which shall be attested by him; shall have authority to execute and deliver certificates as to any of such proceedings and any other records of the Corporation; shall have authority to sign all certificates for shares and all deeds, mortgages, bonds, agreements, notes and other instruments to be executed by the Corporation which requires his signature; shall give notice of meetings of shareholders and directors; shall produce on request at each meeting of shareholders a certified list of shareholders arranged in alphabetical order; shall keep such books and records as may be required by law or by the Board of Directors; and, in general, shall perform all duties incident to the office of secretary and such other duties as may from time to time be assigned to him by the Board of Directors or the president.

Section 5. Treasurer. The treasurer shall have general supervision of all finances; he shall receive and have in charge all money, bills, notes, deeds, leases, mortgages and similar property belonging to the Corporation, and shall do with the same as may from time to time be required by the Board of Directors. He shall cause to be kept adequate and correct accounts of the business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required, and upon the expiration of his term of office shall turn over to his successor or to the Board of Directors all property, books, papers and money of the. Corporation in his hands; and shall have such other powers and duties as may from time to time be assigned to him by the Board of Directors or the president.

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Section 6. Assistant and Subordinate Officers. The Board of Directors may appoint such assistant and subordinate officers as it may deem desirable. Each such officer shall hold office during the pleasure of the Board of Directors, and perform such duties as the Board of Directors or the president may prescribe.

The Board of Directors may, from time to time, authorize any officer to appoint and remove subordinate officers, to prescribe their authority and duties, and to fix their compensation.

Section 7. Duties of Officers May be Delegated. In the absence of any officer of th Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate, for the time being, the powers or duties, or any of them, of such officers to any other officer or to any director.

ARTICLE VI

Indemnification and Insurance

Section 1. Indemnification in Non-Derivative Actions. The Corporation shall 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, other than an action by or in the right of the Corporation, by reason of the fact that he 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, trustee, officer, employee, or agent of another corporation; domestic or foreign, nonprofit or for profit, 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, he had reasonable cause to believe this his conduct was unlawful.

Section 2. Indemnification in Derivative Actions. The Corporation shall indemnify 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 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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, 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

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liable for negligence or misconduct in the performance of his duty to the Corporation unless, and only to the extent that the Court of Common Pleas, 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 person is fairly and reasonably entitled to indemnity for such expenses as the Court of Common Please or such court shall deem proper.

Section 3. Indemnification as Matter of Right. To the extent that a director, trustee, officer, employee, or agent has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, 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.

Section 4. Determination of Conduct. Any indemnification under Sections 1 and 2 of this Article VI, 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, trustee, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article VI. Such determination shall be made (a) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to or threatened with any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority vote of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel, other than an attorney or a firm having associated with it an attorney who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years, or (c) by the shareholders, or (d) by the Court of Common Pleas or the court in which such action, suit, or proceeding was brought. Any determination made by the disinterested directors under Section 4(a) or by independent legal counsel under Section 4(b) of this Article VI shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation, under Section 2 of this Article VI, and within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Please or the court in which such action or suit was brought to review the reasonableness of such determination.

Section 5. Mandatory Advance Payment of Expenses. Unless at the time of a director’s act or omission that is the subject of an action, suit or proceeding referred to in Sections 1 and 2 of this Article VI, the Articles of Incorporation or these Regulations state that the provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the Corporation and unless the only liability asserted against the director in an action, suit or proceeding referred to in Sections 1 and 2 of this Article VI is pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including attorneys’ fees, incurred by a director, trustee, officer, employee, or agent in defending the action, suit or proceeding shall be paid by the Corporation as they are incurred, in advance of the final disposition of the action, suit or proceeding, upon receipt of any undertaking by or on behalf of the director, trustee, officer, employee, or agent in which he agrees to do both of the following: (i) repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless regard for the best interests of the Corporation; and (ii) reasonably cooperate with the Corporation concerning the action, suit, or proceeding.

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Section 6. Permissive Advance Payment of Expenses. Expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding referred to in Sections 1 and 2 of this Article VI, may be paid by the Corporation as they are incurred, in advance of the final disposition of such action, suit, or proceeding as authorized by the directors in the specific case upon receipt of an undertaking by or on behalf of the director, trustee, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI.

Section 7. Nonexclusivity. The indemnification promised by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation or the Code of Regulations or any agreement, vote of shareholders 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, trustee, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 8. Liability Insurance. The Corporation may 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, trustee, officer, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, 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 VI or of Chapter 1701 of the Ohio Revised Code.

ARTICLE VII

Certificates for Shares

Section 1. Form and Execution. Certificates for shares, certifying the number of fully paid shares owned, shall be issued to each shareholder in such form as shall be approved by the Board of Directors. Such certificates shall be signed by the president or a vice president and by the secretary or an assistant secretary or the treasurer or an assistant treasurer; provided, however, that if such certificates are countersigned by a transfer agent and/or registrar, the signatures of any of said officers and the seal of the Corporation upon such certificates may be facsimiles, engraved, stamped or printed. If any officer or officers, who shall have signed, or whose facsimile signature shall have been used, printed or stamped on any certificate or certificates for shares, shall cease to be such officer or officers, because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates, if authenticated by the endorsement thereon of the signature of a transfer agent or registrar, shall nevertheless be conclusively deemed to have been adopted by the Corporation by the use and delivery thereof and shall be as effective in all respects as though signed by a duly elected, qualified and authorized officer or officers, and as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation.

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Section 2. Registration of Transfer. Any certificate for shares of the Corporation shall be transferable in person or by attorney upon the surrender thereof to the Corporation or any transfer agent therefor (for the class of shares represented by the certificate surrendered) properly endorsed for transfer and accompanied by such assurances as the Corporation or such transfer agent may require as to the genuineness and effectiveness of each necessary endorsement.

Section 3. Lost, Destroyed or Stolen Certificates. A new share certificate or certificates may be issued in place of any certificate theretofore issued by the Corporation which is alleged to have been lost, destroyed or wrongfully taken upon (i) the execution and delivery to the Corporation by the person claiming the certificate to have been lost, destroyed or wrongfully taken of an affidavit of that fact, specifying whether or not, at the time of such alleged loss, destruction or taking, the certificate was endorsed, and (ii) the furnishing to the Corporation of indemnity and other assurances satisfactory to the Corporation and to all transfer agents and registrars of the class of shares represented by the certificate against any and all losses, damages, costs, expenses or liabilities to which they or any of them may be subjected by reason of the issue and delivery of such new certificate or certificates or in respect of the original certificate.

Section 4. Registered Shareholders. A person in whose name shares are of record on the books of the Corporation shall conclusively be deemed the unqualified owner and holder thereof for all purposes and to have capacity to exercise all rights of ownership. Neither the Corporation nor any transfer agent of the Corporation shall be bound to recognize any equitable interest in or claim to such shares on the part of any other person, whether disclosed upon such certificates or otherwise, nor shall they be obliged to see to the execution of any trust or obligation.

ARTICLE VIII

Fiscal Year

The fiscal year of the Corporation shall end on the 31st day of December in each year, or on such other date as may be fixed from time to time by the Board of Directors.

ARTICLE IX

Seal

The Board of Directors may provide a suitable seal containing the name of the Corporation. If deemed advisable by the Board of Directors, duplicate seals may be provided and kept for the purposes of the Corporation.

ARTICLE X

Amendments

This Code of Regulations may be amended, or new regulations may be adopted, at any meeting of shareholders called for such purpose by the affirmative vote of, or without a meeting

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by the written consent of, the holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal.

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EX-3.100

Exhibit 3.100

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:41 PM 10/27/2009

FILED 05:03 PM 10/27/2009

SRV 090968808 - 4746558 FILE

CERTIFICATE OF FORMATION

OF

IRON OPERATING, LLC

1.The name of the limited liability company is: Iron Operating, LLC.

2.The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of Iron Operating, LLC this 27th day of October, 2009.

/s/ Timothy J. Scallen

Timothy J. Scallen, Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:30 PM 01/12/2010

FILED 01:22 PM 01/12/2010

SRV 100030413 - 4746558 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company: Iron Operating, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

1.  The name of the limited liability company is: Grede LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 12th day of January, A.D. 2010.

By:	/s/ Mary Burns
	Authorized Person(s)
Name:	Mary Burns
	Print or Type

EX-3.101

Exhibit 3.101

LIMITED LIABILITY COMPANY AGREEMENT

OF

GREDE LLC

This Limited Liability Company Agreement (this “Agreement”) of Grede LLC, a Delaware limited liability company (the “Company”) is entered into as of January 18, 2010, by and between Wayzata Opportunities Fund II, L.P., a Delaware limited partnership and the sole member of the Company (the “Member”) and Wayzata Investment Partners LLC, a Delaware limited liability company and the manager of the Company (the “Manager”).

ARTICLE I

GENERAL PROVISIONS

SECTION 1.1.Formation. The Company has been formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on October 27, 2009 (the “Certificate of Formation”), as amended by the filing of a Certificate of Amendment of Iron Operating, LLC, changing the name of the Company to Grede LLC on January 12, 2010, pursuant to the Delaware Limited Liability Company Act (the “Act”). The rights and liabilities of the Member shall be as provided in the Act, except as is otherwise expressly provided herein. The Member shall execute, deliver and file, or cause to be executed, delivered and filed, any amendments to and/or restatements of the Certificate of Formation of the Company and any other certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

SECTION 1.2.Name. The name of the Company shall be Grede LLC, The Company’s business may be conducted under any other name or names, and the name of the Company may be changed at any time as the Member may from time to time determine.

SECTION 1.3.Registered Office and Registered Agent; Places of Business. The address of the Company’s registered agent and registered office for service of process in Delaware shall be Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Company shall maintain its principal office at such place, within or without the state of Delaware, as the Manager may from time to time determine. The Company may maintain additional offices at such other places as the Manager deems advisable. The Manager may change the registered office and the registered agent of the Company.

SECTION 1.4.Term. The Company shall continue in perpetuity or until the date as of which the Company is dissolved in accordance with this Agreement or the Act.

SECTION 1.5.Liability of Member. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member or acting as a manager of the Company.

ARTICLE II

PURPOSE AND ACTIVITIES

SECTION 2.1.Purpose of the Company. The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

ARTICLE III

CAPITAL CONTRIBUTIONS

SECTION 3.1.Capital Contributions. The Member shall make capital contributions to the Company as and when determined by the Manager.

ARTICLE IV

DISTRIBUTIONS AND ALLOCATIONS

SECTION 4.1.Distributions and Allocations.

(a)Each decision as to the timing, form and amount of distributions shall be made by the Manager.

(b)All distributions (including liquidating distributions) shall be made to the Member.

(c)The income, deductions, gains, losses and credits of the Company for a fiscal year or other period shall be allocated to the Member.

(d)In lieu of making distributions in cash, the Manager may make distributions in kind.

ARTICLE V

MANAGEMENT

SECTION 5.1.Management. Wayzata Investment Partners LLC, a Delaware limited liability company, shall have the exclusive right to manage and control the Company’s business and shall be the “Manager” of the Company within the meaning of the Act. Except as otherwise provided herein, the Manager (i) shall have the right to perform all actions necessary or advisable (including, but not limited to, the authority to execute, sign, seal and deliver in the name and on behalf of the Company any and all agreements, certificates, instruments or other documents) to the accomplish the purposes and authorized acts of the Company, as specified in Article II hereof; (ii) shall cause the Company to open and maintain bank accounts for the deposit of all funds received by the Company and to authorize signatories for such accounts; (iii) shall possess and enjoy, and may exercise, all of the rights and powers of the Company; and (iv) to the extent permitted by the Act, may delegate any or all of such rights and powers to other persons.

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SECTION 5.2.Officers. The Manager may, from time to time, choose and appoint such officers of the Company having such powers and duties as the Manager shall determine, with titles including but not limited to “president”, “chief executive officer”, “chief financial officer”, “chief operating officer”, “vice president”, “secretary”, and “treasurer”. Any number of offices may be held by the same person. The Manager may choose not to fill any office for any period of time as it deems advisable. Any officer so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them. Each officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death, resignation or removal.

The following person is elected to the office of the Company set forth opposite their respective name, to hold office until their respective successors have been duly elected and qualified or until their earlier death, resignation, retirement or removal:

Mary BurnsAssistant Secretary

The above-name officer shall assume and perform their respective duties and responsibilities, as set forth in the Limited Liability Company Agreement of the Company and as supplemented by the Manager from time to time in a manner not inconsistent with the Limited Liability Company Agreement of the Company, and shall otherwise carry on the business of the Company, effective immediately.

SECTION 5.3.Expenses. The Manager may charge the Company and be reimbursed by the Company for expenses incurred in connection with the performance of the Manager’s responsibilities to the Company and the operation of the Company’s business, including, but not limited to, the following:

(a)expenses incurred in the formation and operation of the Company;

(b)fees and expenses arising out of the performance of the Company’s obligations;

(c)all routine, administrative expenses of the Company, including, but not limited to, the costs of the preparation of the financial and tax reports, cash management expenses and insurance and legal expenses; and

(d)the cost of consultants and other professionals retained by the Company.

SECTION 5.4.Limits on Liability. The Manager shall not be liable, in damages or otherwise, to the Company or any other person or entity, for any act or omission performed or omitted by it with respect to this Agreement or the Company’s business and affairs.

SECTION 5.5.Indemnification. The Company, to the fullest extent permitted by law, shall indemnify and hold harmless the Manager from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, legal fees and expenses), judgments, fines, settlements, claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, arising out of or in connection with, any action taken or omitted

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by it with respect to this Agreement or the Company’s business and affairs (“Claims”). The Manager’s expenses paid or incurred in defending itself against any Claim shall be reimbursed as paid or incurred. Any indemnification hereunder shall be satisfied only out of the assets of the Company, and the Member shall not be subject to personal liability by reason of these indemnification provisions.

ARTICLE VI

BOOKS, RECORDS AND ACCOUNTING INFORMATION

SECTION 6.1.Books and Records. The Company shall keep or cause to be kept appropriate books and records in accordance with the Act with respect to the Company’s business, which books shall at all times be kept at the principal office of the Company or such other location as determined by the Manager.

SECTION 6.2.Accounting. The Company’s books and records shall be kept on the cash or accrual basis of accounting, as determined by the Manager.

ARTICLE VII

TAX MATTERS

SECTION 7.1.Preparation of Tax Returns. The Manager shall arrange for the preparation and timely filing of all returns of Company income, gains, deductions, losses and other items necessary for federal, state and local income tax purposes.

SECTION 7.2.Federal Income Tax Classification. It is the intent of the Member that the Company be disregarded as an entity separate from the Member for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(b)(ii).

ARTICLE VIII

DISSOLUTION AND LIQUIDATION

SECTION 8.1.Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of any of the following events:

(a)the determination by the Member to dissolve; or

(b)the entry of a decree of judicial dissolution under Section 18-802 of the Act.

SECTION 8.2.Liquidation.

(a)Upon the dissolution of the Company, the Manager (or, in the discretion of the Member, such other person designated by the Member) shall act as liquidator to wind up the Company. The liquidator shall have full power and authority to sell, assign and encumber any or

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all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

(b)The liquidator shall determine, in its sole discretion, the fair value of the Company’s assets as of the effective date of liquidation. All proceeds from liquidation shall be distributed in the following order of priority unless otherwise required by applicable law:

(i)first, to the creditors of the Company, including the Manager if a creditor, to the extent otherwise permitted by law, in satisfaction of the liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for distributions to the Member; and

(ii)thereafter, to the Member.

(c)In lieu of making liquidating distributions in cash, the liquidator may, in its sole discretion, make such distributions in kind.

(d)Upon the completion of the distribution of Company assets as provided in Sections 8.2(a), (b) and (c) hereof, the Company shall be terminated and the person acting as liquidator shall cause such termination pursuant to the Act and shall take such other actions as may be necessary or appropriate to terminate the Company.

ARTICLE IX

MISCELLANEOUS

SECTION 9.1.Amendments. This Agreement may be amended or modified by the Member at any time.

SECTION 9.2.Successors and Assigns. All of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Member and its successors and assigns.

SECTION 9.3.Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective to the extent of such prohibition or unenforceability, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case because it conflicts with any other provision or provisions hereof or any law, statute, ordinance, rule, regulation, order, writ, decree or injunction, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections of this Agreement shall not affect the remaining portions thereof.

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SECTION 9.4.Headings. All section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or inference shall be derived therefrom.

SECTION 9.5.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to principles of conflict of laws of any jurisdiction.

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IN WITNESS WHEREOF, the Member and Manager have entered into this Agreement as of the date first above written.

MEMBER:
WAYZATA OPPORTUNITIES FUND II, L.P.,
a Delaware limited partnership
By:	WOF II GP, L.P., its general partner
By:	WOF II GP, LLC, its general partner
By:	/s/ Patrick J. Halloran
	Patrick J. Halloran
	Authorized Signatory
MANAGER:
WAYZATA INVESTMENT PARTNERS LLC,
a Delaware limited liability company
By:	/s/ Patrick J. Halloran
	Patrick J. Halloran
	Authorized Signatory

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EX-3.102

Exhibit 3.102

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

GREDE LLC

February 5, 2010

	TABLE OF CONTENTS
		Page
ARTICLE 1 NAME AND FORMATION OF COMPANY		2
1.1	FORMATION	2
1.2	NAME	2
1.3	EXISTENCE	2
1.4	REGISTERED AGENT ANE OFFICE	2
1.5	PRINCIPAL PLACE OF BUSINESS	2
1.6	QUALIFICATION	2
1.7	NO STATE LAW PARTNERSHIP	2
ARTICLE 2 DEFINITIONS		3
2.1	DEFINITIONS	3
ARTICLE 3 PURPOSES AND POWERS OF THE COMPANY		5
3.1	PURPOSES	5
3.2	POWERS	5
ARTICLE 4 MANAGEMENT OF THE COMPANY		6
4.1	RIGHTS AND POWERS OF THE BOARD AND OFFICERS	6
4.2	OFFICERS	7
4.3	DUTIES OF THE BOARD AND OFFICERS	8
4.4	MEETINGS OF BOARD	9
ARTICLE 5 THE MEMBER		10
5.1	DISTRIBUTIONS; VOTING	10
5.2	POWER OF THB MEMBER; NO AGENCY OR AUTHORITY	10
5.3	ACTIONS AND MEETING OF THE MEMBER	10
5.4	POWER OF ATTORNEY	10
ARTICLE 6 CAPITAL ACCOUNTS AND CONTRIBUTIONS		11
6.1	CAPITAL CONTRIBUTIONS; CAPITAL OF THE COMPANY	11
6.2	RETURN OF CAPITAL CONTRIBUTIONS; INTEREST; LIABILITY	11
6.3	LOANS	11
ARTICLE 7ALLOCATIONS		11
7.1	ALLOCATION OF NET INCOME AND NET LOSSES	11
ARTICLE 8 DISTRIBUTIONS		12
8.1	DISTRIBUTONS	12
8.2	GENERAL LIMITATION ON DISTRIBUTIONS	12
ARTICLE 9 TRANSFER OF MEMBERSHIP INTEREST		12
9.1	TRANSFER	12
ARTICLE 10 LIABILITY, EXCULPATION AND INDEMNIFICATION		12
10.1	LIABILITY	12
10.2	EXCULPATION	12
10.3	WAIVER OF CERTAIN DUTIES AND LIABILITIES	13
10.4	INDEMNIFICATION	13
10.5	EXPENSES	14
10.6	RENUNCIATION OF CORPORATE OPPORTUNITIES; NO EXPANSION OF DUTIES	14
10.7	INTERESTED TRANSACTIONS	15

ARTICLE 11 DISSOLUTION AND TERMINATION		16
11.1	NO DISSOLUTION	16
11.2	DISSOLUTION UPON SPECIFIC EVENTS	16
11.3	WINDING UP	16
11.4	LIMITATIONS ON RIGHTS OF THE MEMBER	17
11.5	CERTIFICATE OF CANCELLATION	17
ARTICLE12 FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS		17
12.1	BOOKS AND RECORDS	17
ARTICLE 13 AMENDMENTS		17
13.1	AMENDMENTS	17
ARTICLE 14 MISCELLANEOUS PROVISIONS		17
14.1	NOTICES	17
14.2	ENTIRE AGREEMENT	18
14.3	FURTHER ASSURANCES	18
14.4	PARTIAL INVALDITY	18
14.5	WAIVERS	18
14.6	BINDING EFFECT; ASSIGNMENT; THIRD PARTY BENEFICIARIES	18
14.7	RULES OF INTERPERTATION	19
14.8	GOVERNING LAW	20
14.9	COUNTERPARTS	20

Schedule 1 Initial Managers and Officers

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GREDE LLC

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Grede LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of February 5, 2010, by the Company and the Company’s sole member, Grede Holdings LLC, a Delaware limited liability company (the “Member”).

RECITALS

A.The Company has been formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on October 27, 2009, as amended by the filing of a Certificate of Amendment of Iron Operating, LLC, changing the name of the Company to Grede LLC on January 12, 2010 (collectively, the “Certificate of Formation”), pursuant to the Act (as hereinafter defined).

B.The Act (as hereinafter defined) authorizes an agreement among the members of a limited liability company.

C.The Company’s sole member on January 18, 2010, Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata II”), and the Company entered into that certain Limited Liability Company Agreement of the Company dated January 18, 2010, which agreement was superseded and replaced by that certain First Amended and Restated Limited Liability Company Agreement of the Company dated February 3, 2010 (the “First Amended and Restated LLC Agreement”).

D.Pursuant to the transactions contemplated in that certain Conversion and Contribution Agreement and Stockholder Consent (the “Conversion and Contribution Agreement”) dated February 4,2010, between the Citation Stockholders, the Citation Debt Holders, Wayzata II TCW SHOP IV and Citation (each as hereinafter defined) and the Member, Wayzata II contributed and transferred all of its membership interest in the Company to the Member and resigned as member of the Company in accordance with Section 9.2 of the First Amended and Restated LLC Agreement.

E.The Member and the Company desire to amend and restate the First Amended and Restated LLC Agreement in its entirety by entering into this Agreement, which will supersede and replace, in its entirety, the First Amended and Restated LLC Agreement.

F.The Member, intending that this Agreement be the Company’s limited liability company agreement as defined in the Act hereby enters into this Agreement in order to set forth certain matters relating to the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

NAME AND FORMATION OF COMPANY

1.1Formation. The Company was formed as described in Recital A. The preparation, execution and filing of the Certificate of Formation of the Company are hereby authorized and ratified in all respects. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date hereof.

1.2Name. The name of the Company is Grede LLC. The business of the Company may be conducted under any other name or names that the Board (as hereinafter defined), deems advisable.

1.3Existence. The Company shall have perpetual existence, unless dissolved in accordance with the provisions of this Agreement. The existence of the Company shall continue until the cancellation of the Certificate of Formation of the Company in the manner required by Section 18-203 of the Act.

1.4Registered Agent and Office. The Company’s registered agent and office in Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board may designate another registered agent and/or registered office at any time.

1.5Principal Place of Business. The Company’s principal place of business shall be at 27275 Haggerty Road, Suite 420, Novi, Michigan 48377. The Board may change the location of the Company’s principal place of business at any time.

1.6Qualification. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board shall authorize an Officer (as hereinafter defined), or any other person as an authorized person within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding the foregoing, the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Member under the Act or this Agreement.

1.7No State Law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and that the Member not be an agent, partner or joint venturer of any other Person for any purposes other than federal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

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ARTICLE 2

DEFINITIONS

2.1Definitions. The terms defined in this Article 2 (except as may be otherwise expressly provided in this Agreement or unless the context otherwise requires) shall, for all purposes of this Agreement, have the following respective meanings:

“Act” means the Delaware Limited Liability Company Act contained in Delaware Statutes 6 Del.C. § 18-101 et seq.

“Affiliate” of any Person, means any entity directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Second Amended and Restated limited Liability Company Agreement as hereafter amended from time to time, including any schedules to this Agreement.

“Board” has the meaning set forth in Section 4.1 (a).

“Capital Contribution” means, as of any date, the sum of the amounts of money, promissory notes, and the agreed value of other property that the Member has contributed to the capital of the Company pursuant to Article 6 through such date. The agreed value of any Capital Contribution made in property other than money shall be the fair market value, net of liabilities assumed or taken subject to by the Company, of the contributed property determined by the Board in good faith.

“Certificate of Formation” has the meaning set forth in Recital A.

“Citation” has the meaning set forth in the Conversion and Contribution Agreement.

“Citation Debt Holders” has the meaning set forth in the Conversion and Contribution Agreement.

“Citation Stockholders” has the meaning set forth in the Conversion and Contribution Agreement.

“Closing Date Agreements” means this Agreement the Conversion and Contribution Agreement, the Manager indemnification Agreements between the Company and each Manager, and any other agreement or instrument related to this Agreement to which the Company is a party entered into on or about the date hereof.

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

“Company” means Grede LLC, a Delaware limited liability company.

“Competing Businesses” has the meaning set forth in Section 10.6.

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“Conversion and Contribution Agreement” has the meaning set forth in Recital C.

“Covered Person” means the Member, a Manager, an Officer, any Affiliate of the Member or a Manager, any shareholders, members, partners, employees, directors, officers, managers, representatives or agents of the Member or a Manager or their respective Affiliates, or any employee or agent of the Company or its Affiliates.

“Dissolution Event” has the meaning set forth in Section 11.2.

“Distribution” means any distribution to the Member, in its capacity as a member of the Company, of cash or other assets of the Company made from time to time pursuant to the provisions of this Agreement.

“First Amended and Restated LLC Agreement” has the meaning set forth in Recital C.

“GSC III Corp.” means GSC RIII — Grede Corp., a Delaware corporation.

“GSC III-Parallel LLC” means GSC RIII Parallel — Grede, LLC, a Delaware corporation.

“Indemnified Costs” has the meaning set forth in Section 10.4.

“Losses” has the meaning set forth in Section 10.2(a).

“Majority GSC Holders” has the meaning given to such term in the Member’s LLC Agreement.

“Manager” means a Person elected, appointed, or otherwise designated as a Manager by the Member in accordance with Section 4.1. A Person elected, appointed or otherwise designated as a Manager pursuant to this Agreement shall be deemed to be a “manager” within the meaning of the Act.

“Member” means Grede Holdings LLC, a Delaware limited liability company.

“Member’s LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC dated as of February 5, 2010.

“Membership Interest” means the entire limited liability company interest (as defined in the Act) of the Company, including the Member’s right to manage the business and affairs of the Company under this Agreement.

“Net Cash Flow” means the net cash realized by the Company from any source, including from operations; provided, however, that in no event shall a determination of Net Cash

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Flow be made that would violate the terms of any present or future agreement of the Company with any bank, trust company, insurance company or other financial institution or any Subsidiary or Affiliate of any of the foregoing relating to indebtedness of the Company or any of its Subsidiaries.

“Officers” has the meaning set forth in Section 4.2(a).

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Securityholders Agreement” has the meaning given to such term in the Member’s LLC Agreement.

“Subsidiary” or “Subsidiaries” means any corporation, limited liability company, general or limited partnership or other entity, at least 50% of the equity interest of which is owned (a) by the Company or (b)by a corporation, limited liability company, general or limited partnership or other entity that is a direct or indirect Subsidiary of the Company.

“TCW SHOP IV” means TCW SHOP IV Subsidiary Investment (Grede), Inc., a Delaware corporation.

“Transfer” has the meaning set forth in Section 9.1.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Wayzata II” means Wayzata Opportunities Fund II, L.P., a Delaware limited partnership.

ARTICLE 3

PURPOSES AND POWERS OF THE COMPANY

3.1Purposes. The purposes of the Company and the business to be carried on and the objectives to be effected by it are to engage in any lawful business, any act or activity that may be necessary or appropriate in connection with or incidental to the foregoing, or any other activity permitted under the Act.

3.2Powers. The Company shall have the powers set forth in this Agreement and the Act, including Section 18-106(b) of the Act, which powers shall include, in all events, the power to borrow money, sell, mortgage, convey, pledge or lease property owned by the Company, purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal with real and personal property; and to make contracts, appoint agents and attorneys-in-fact, create corporations or other entities owned by the Company and to undertake any and all other lawful activities as may be required to carry on its business.

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ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1Rights and Powers of the Board and Officers.

(a)Power. All management powers over the business and affairs of the Company shall be exclusively vested in the Company’s board of managers (the “Board”), other than actions with respect to which the approval of the Member is specifically provided for by this Agreement or by non-waivable provisions of the Act The Board may delegate certain powers and associated duties, including responsibility for management of day-to-day operations, to Officers pursuant to Section 4.2.

(b)Size and Election: Resignation and Removal. The Managers on the Board shall be the Persons elected and serving as managers of the Member’s board of managers at such time, and such Persons shall be simultaneously elected to the Company’s Board by written consent of the Member and, if applicable, simultaneously removed from the Company’s Board by written consent of the Member. The initial Board shall consist of the Persons set form on Schedule 1 attached hereto. Each Manager shall remain a Manager until his or her successor is elected by the Member or his or her earlier death, resignation or removal in accordance with the following sentence. Any Manager may resign at any time upon written notice to the other Managers, and subject to the first sentence of this Section 4.1(b), any Manager may be removed from such position by the Member at any time, with or without cause.

(c)Required Approval. Except as specifically provided otherwise in this Agreement or by non-waivable provisions of the Act, any action taken by the Board may only be taken with the approval, at a duly called meeting, of a majority of the Managers.

(d)Committees. The Board may establish one or more committees, which shall be comprised solely of Managers, and delegate authority to such committees as the Board deems advisable. The Manager on the Member’s board of managers who has been elected by the Majority GSC Holders shall be entitled to be a member of any such committee if such Manager so elects at the time such committee is established. Except as specifically provided otherwise in this Agreement, any action taken by a Board committee may only be taken with the approval, at a duly called meeting, of a majority of such committee members.

(e)Expenses. The Company shall reimburse each Manager for all reasonable out-of-pocket expenses incurred in connection with his duties as a Manager or committee member.

(f)No Agency or Authority. No Manager is an agent of the Company solely by virtue of being a Manager, and unless expressly authorized to do so by the Board, no Manager has the authority to act for or to bind the Company solely by virtue of being a Manager. Any Manager who takes any action or purports or attempts to bind the Company in violation of this Section 4.1(f) shall be solely responsible for any loss and/or expense incurred by the Company as a result of such unauthorized action, and such Manager shall indemnify and hold harmless the Company with respect to such loss and/or expense.

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4.2Officers.

(a)General. The Board may designate employees of the Company or other individuals as officers of the Company (the “Officers”) as it deems advisable to carry on the business of the Company and may assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary, Chief Financial Officer and Treasurer) to any such person. The Chairman of the Board, if one is designated by the Board, shall only be an Officer of the Company if so determined by the Board when designating such Officer. Unless otherwise determined by the Board and except as set forth in Section 4.2(b) below, if the title of an Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any two or more offices may be held by the same person. New offices may be created and filled by the Board (and such offices shall be effective without any amendment to the Certificate of Formation of the Company). Each Officer shall hold office until his successor is designated by the Board or until his earlier death, resignation or removal: Any Officer may resign at any time upon written notice to the Company and the Board. Any Officer may be removed by the Board (excluding the Person being considered) at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal or otherwise may be filled by the Board. Any designation of Officers, a description of any duties delegated to such Officers that is different than that set forth in this Agreement, and any removal of such Officers, shall only be as approved by the Board. The Officers are not “managers” (within the meaning of the Act) of the Company. The Board may delegate any or all of the power and authority delegated to it to one or more of such Officers subject to the right of the Board to modify or withdraw any or all of any such delegation. The Officers of the Company as of the date of this Agreement shall he the Persons so designated on Schedule 1 attached hereto.

(b)Limitation on Authority. Notwithstanding any provision of this Agreement to the contrary, and without limiting the actions of the Company that shall require the approval of the Board, the Company shall not be authorized to take any of the following actions, and no Officer shall have the power to bind the Company, with respect to the following actions, unless approved by the Board (either specifically or by a general delegation of authority):

(i)amend either the Company’s Certificate of Formation or this Agreement;

(ii)take any act which would make it impossible for the Company to carry on its business in the ordinary course;

(iii)convert the Company to a corporation, partnership or any other entity form;

(iv)conduct any business other than the business conducted by the Company as of the date hereof;

(v)dissolve or liquidate the Company;

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(vi)form any subsidiary or establish any joint venture, partnership, or other form of business entity;

(vii)issue any additional Membership Interests or admit additional members to the Company;

(viii)declare or make any Distribution with respect to the Membership Interests or redeem, repurchase or otherwise acquire any Membership Interests;

(ix)sell, transfer or dispose of all or substantially all of the Company’s business or assets, or merge, consolidate or otherwise combine the Company with another Person, or enter into any agreement to do any of the foregoing;

(x)acquire any other business or entity;

(xi)incur any indebtedness;

(xii)make any loan or advance other than for the purpose of advancing normal trade credit or create, incur, assume or suffer to exist any material lien or encumbrance on any of the Company’s properties or assets;

(xiii)purchase or dispose of any interest in real estate or other assets of the Company, excluding sales of products in the ordinary course of business;

(xiv)enter into any agreement, contract or commitment;

(xv)authorize or cause the Company, or authorize, cause or allow any Subsidiary, to enter into, or amend, modify or grant any waiver or approval with respect to, any transaction or agreement of any kind whatsoever with the Member or any Affiliate of the Member;

(xvi)enter into, or change the terms o£ any agreement between the Company or any of its Subsidiaries and any senior executive of the Company;

(xvii)initiate any litigation or arbitration; or

(xviii)designate the Company’s auditors for the ensuing fiscal year.

4.3Duties of the Board and Officers. The Board and Officers shall take all actions with respect to the conduct of the Company’s business in accordance with the provisions of this Agreement and applicable law. Officers shall be subject to the same fiduciary duties as an officer of a business corporation formed under the Delaware General Corporation Law. The duties of the Managers shall be as limited in Section 10.3.

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4.4Meetings of Board.

(a)Place. The Board and each Board committee may hold meetings in such place or places in the State of Delaware or outside the State of Delaware as determined by the Managers calling the meeting as set forth in Section 4.4(b) below.

(b)Time and Notice. Meetings of the Board or a Board committee shall be held whenever called by at least two Managers; provided, however, that there must be at least four meetings of the Board in each full calendar year after the date hereof; provided further, however, that the Manager on the Member’s board of managers who has been elected by the Majority GSC Holders shall be entitled to call one additional meeting of the Board during each calendar year after the date hereof. Notice of the day, hour and place of holding of each meeting of the Board or any meeting of a Board committee shall be given to each Manager or committee member in accordance with Section 14.1 at least 72 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Manager or committee member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Manager if a written waiver of notice is given by such Manager before or after such meeting and the presence of any Manager at a meeting in person or telephonically shall constitute waiver of notice.

(c)Quorum. A quorum for the transaction of business by the Board shall consist of a majority of the Managers and a quorum for the transaction of business by a Board committee shall consist of a majority of such committee members.

(d)Presence and Proxy. Any Manager may participate in any meeting of the Board or a Board 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 shall constitute presence in person at such meeting. Any Manager may participate in any meeting either in person or by proxy.

(e)Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Managers. Any action required or permitted to be taken at any meeting of a Board committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of such committee members; provided, however, such written consent must be delivered to all Managers prior to the effective date of such written consent. Prompt notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Managers who have not consented in writing. All such writings shall be filed with the minutes of proceedings of the Board or Board committee, as the case may be. The requirements of this paragraph shall not be deemed to amend the voting provisions applicable to actions taken at a meeting.

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ARTICLES 5

THE MEMBER

5.1Distributions; Voting.

(a)Distributions. Distributions shall be made in accordance with Articles 8 and 11.

(b)Voting. The Member shall be entitled to vote under this Agreement or as required by the Act. Notwithstanding anything herein to the contrary, only the Member (and not transferees of Member who are not themselves admitted as a member of the Company) shall have voting rights hereunder.

5.2Power of the Member; No Agency or Authority. The Member shall have the power to exercise any and all rights or powers granted to the Member under the express terms of this Agreement or as otherwise required by the Act. Except as otherwise expressly provided in this Agreement, the Member shall not take part in the operation or control of the business and affairs of the Company; provided, however, the members of the Member holding a majority of the Member’s Units (as defined in the Member’s LLC Agreement) may cause the Member to approve a Transaction (as defined in the Securityholders Agreement) without any action of the Board. The Member is not an agent of the Company solely by virtue of being the Member, and the Member does not have the authority to act for the Company solely by virtue of being the Member. If the Member takes any action or purports or attempts to bind the Company in violation of this Section 5.2, it shall be solely responsible for any loss and/or expense incurred by the Company or any Manager as a result of such unauthorized action, and the Member shall indemnify and hold harmless the Company and each Manager with respect to such loss and/or expense.

5.3Actions and Meetings of the Member.

(a)Required Vote. Any action of the Member required by the Act, or required or permitted by the terms of this Agreement to be taken by the Member, shall be taken by the Member-pursuant to a resolution adopted at a meeting of the Member or without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.

(b)No Other Voting Rights. No Persons other than the Member shall have any right to participate in any meeting of the Member or to vote or take action with respect to any matters approved at a meeting of the Member or by written consent of the Member, including any merger or consolidation of the Company.

5.4Power of Attorney.

(a)The Member hereby appoints each Manager as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and file:

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(i)all amendments to the Certificate of Formation as may be required under the Act that are duly approved by the Member; and

(ii)any amendment to this Agreement duly approved as provided in Article 13.

(b)The foregoing provisions granting a power of attorney shall be strictly construed.

(c)The power of attorney hereby granted by the Member (i) is conditioned upon prior approval of the subject matter thereof by the Board and/or the Member, if so required by the provisions of this Agreement, and (ii) is coupled with an interest, is irrevocable, and shall survive, and shall not be affected by, the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the Member.

ARTICLE 6

CAPITAL ACCOUNTS AND CONTRIBUTIONS

6.1Capital Contributions; Capital of the Company. The capital of the Company shall be the aggregate amount of the Capital Contributions of the Member. The Member shall not have any obligation to make any further Capital Contribution to the Company.

6.2Return of Capital Contributions; Interest; Liability.

(a)Return of Capital Contributions. The Member shall not be entitled to withdraw or receive the return of any part of its Capital Contribution or to receive any Distribution from the Company, except as provided in Articles 8 and 11.

(b)Interest. No interest shall be paid by the Company on Capital Contributions.

(c)Liability. Except as specifically agreed otherwise by the Member, the Member shall not be liable for any of the debts or obligations of the Company or be required to contribute any capital or lend any funds to the Company. Neither the Member nor any Manager shall be personally liable for the return of all or any part of the Member’s Capital Contribution, which return or payment shall be made solely from, and to the extent of, the assets of the Company pursuant to the terms of this Agreement.

6.3Loans. The Member may make loans to the Company from time to time, as authorized by the Board.

ARTICLE 7

ALLOCATIONS

7.1Allocation of Net Income and Net Losses. The net income and net losses for any fiscal year or partial fiscal year shall be allocated to the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1Distributions. Net Cash Flow may be, but shall not be required to be, distributed to the Member from time to time by action of the Board.

8.2General Limitation on Distributions. Notwithstanding any provision of this Article 8, the Company shall not make a Distribution to the Member if (i) such Distribution would be prohibited under, or by its payment would result in an event of default under, any agreement pursuant to which indebtedness of the Company or any of its Subsidiaries is issued, (ii) such Distribution would be prohibited under Section 18-607 of the Act (Limitations on Distribution) or other applicable law, (in) the Board resolves not to make a Distribution, which resolution must include the affirmative consent of the Manager on the Member’s board of managers who has been elected by the Majority GSC Holders, as applicable, or (iv) the Company is unable at the time of the proposed Distribution, or would become unable immediately following such Distribution, to pay its debts as they become due. In no event shall the Company be obligated to make any Distribution if it does not have cash available (including under a line of credit or revolver) to make such Distribution.

ARTICLE 9

TRANSFER OF MEMBERSHIP INTEREST

9.1Transfer. The Member may not sell, transfer, assign, give or otherwise dispose of, pledge or encumber the Member’s Membership Interest or any part thereof whether voluntarily, by operation of law or otherwise without the consent of the Board (a “Transfer”).

ARTICLE 10

LIABILITY, EXCULPATION AND INDEMNIFICATION

10.1Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of me Company solely by reason of being a Covered Person.

10.2Exculpation.

(a)No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or breach of any agreement with the Company.

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(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Managers, Officers, employees or committees of the Company, or by any other Person, as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, net income, net losses or Net Cash Flow or any other facts pertinent to the existence and amount of assets from which Distributions to the Member might properly be paid.

10.3Waiver of Certain Duties and Liabilities.

(a)To the extent that, at law or in equity, a Covered Person has duties (other than fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they affirmatively restrict, waive or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(b)Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

10.4Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Indemnified Costs”) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any Indemnified Costs incurred by such Covered Person by reason of fraud, bad faith, willful misconduct or breach of any agreement with the Company with respect to such acts or omissions; provided, however, that any indemnity under this Section 10.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability or any obligation to make any Capital Contribution on account thereof. This indemnification shall be in addition to any other rights to

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which a Covered Person may be entitled under any agreement, vote of the Board, as a matter of law or equity, or otherwise, both as to an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such, capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each Covered Person. The Board shall have the authority to cause the Company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any Covered Person. The indemnification, rights in this Section 10.4 and advancement of expenses in Section 10.5 shall be limited by and in all events subject to any written agreement between the Company and any Manager.

10.5Expenses. To the fullest extent permitted by applicable law, the Company shall advance from time to time expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4.

10.6Renunciation of Corporate Opportunities; No Expansion of Duties. The Company, on behalf of itself and its Subsidiaries, and the Member, acknowledge that the Member and its Affiliates (other than any Person that is such an Affiliate solely by virtue of their relationship with the Company) and the individuals appointed as Managers to the Company’s Board by virtue of their election to the Member’s board of managers by the Institutional Members (as defined in the Member’s LLC Agreement), or as directors or managers of the Member or any Subsidiary, or as a committee member of the Company, the Member or any Subsidiary (together, the “Institutional Member/Managers”) are in the business of making investments in, and have investments in, other corporations, general and limited partnerships, joint ventures, limited liability companies and other entities, including other businesses similar to and that may compete with the Company’s businesses (“Competing Businesses”) and, in connection therewith, (a) may have interests in, participate with, aid and rnaintain seats on the board of directors of, other such entities, (b)may develop opportunities for such entities and (c) have provided and may provide banking or other services to such entities. In connection with these activities, the Institutional Member/Managers may develop opportunities for such other entities and/or encounter business opportunities that the Company, its Subsidiaries, the Member’s Subsidiaries and the Member may desire to pursue. The Company, on behalf of itself and its Subsidiaries, and the Member, recognize that such opportunities may include, but shall not be limited to, identifying, pursuing and investing in entities, engaging broker-dealers, commercial banks and investment banking firms to perform certain services, including acting as underwriters or placement agents in securities offerings, obtaining investment funds from institutional and private stockholders or others and performing banking services. The Company, on behalf of itself and its Subsidiaries, and the Member, agree that the Institutional Member/Managers shall have the unfettered right to make additional investments in or have relationships with other entities or businesses, including Competing Businesses, independent of their investments in the Company or roles as the Member or Managers of the Company unless, in the case of any Institutional Member/Manager who is an Officer or Manager, such business opportunity is expressly offered to such Institutional Member/Manager in writing solely in his or her capacity as

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an Officer or Manager of the Company. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its Subsidiaries, and the Member, hereby renounce any interest or expectancy of the Company, each Subsidiary and the Member in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to the Institutional Member/Managers unless such business opportunity is expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company. Without limitation of the foregoing, each Institutional Member/Manager may engage in, have a relationship with 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 or any Subsidiary, and none of the Company, any of its Subsidiaries nor the Member shall have any rights or expectancy by virtue of such Institutional Member/Manager’s relationships with the Company, any Subsidiary or any other Member, this Agreement or otherwise in and to such independent venture, activities, or the income or profits derived therefrom; and the pursuit of any such venture, even if such investment or relationship is in or with a Competing Business, shall not be deemed wrongful or improper. No Institutional Member/Manager shall be obligated to present any particular corporate, business of investment opportunity to the Company, any Subsidiary or the Member (other than an opportunity expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company), even if such opportunity is of a character that, if presented to the Company or a Subsidiary, could be taken by the Company or such Subsidiary and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law. The Institutional Member/Managers shall continue to have the right to take for their own respective accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular investment opportunity. The Company, on behalf of itself and its Subsidiaries, and the Member, acknowledge and agree that to the extent a court might hold that the conduct of any activity described in this Section 10.6 is a breach of a duty to the Company or the Member, die Company, on behalf of itself and its Subsidiaries, and the Member, hereby waive any and all claims and causes of action that each such Person believes that it may have for such activities. The Company, on behalf of itself and its Subsidiaries, and the Member, further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of loyalty to the Company or the Member, and such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities conducted in the future and activities that have been conducted in the past.

10.7Interested Transactions. No contract or transaction between the Company and one or more of the Member, its Managers or Officers, or between the Company and any other corporation, partnership, limited liability company, association, or other organization in which one or more of the Managers, the Member 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 or committee which authorized the contract or transaction, or solely because his or their votes are counted for such purpose if (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction; or (b) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board. Interested Managers may be counted in determining

15

the presence of a quorum at a meeting of the Board or, in the case of a written consent, approval by written consent, which authorizes the contract or transaction. The Member hereby specifically approves and ratifies each of the Closing Date Agreements and the transactions from time to time contemplated thereby.

ARTICLE 11

DISSOLUTION AND TERMINATION

11.1No Dissolution. Only the events set forth in Section 11.2 or in the Act shall cause the dissolution of the Company. The Company shall not be dissolved by the admission of additional or substituted members or, to the fullest extent permitted by the Act, by the termination of the Member’s Membership Interest in accordance with the terms of this Agreement. The bankruptcy of the Member (as defined in Section 18-304 of the Act) shall not cause the Member to cease to be a member of the Company and, upon the occurrence of any such event, the business of the Company shall be continued without dissolution. Upon the occurrence of an event mat causes the Member to cease to be a member of the Company, to the fullest extent permitted by the Act, the business of the Company may be continued if approved by, and in the manner approved by, the Board.

11.2Dissolution Upon Specific Events. The Company shall be dissolved and its affairs shall be wound up upon the happening of any of the following events (a “Dissolution Event”):

(a)by order of a court pursuant to Section 18-802 of the Act; or

(b)by action of the Member in accordance with the terms of this Agreement.

11.3Winding Up.

(a)Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member. During the period commencing on the date on which a Dissolution Event occurs and ending on the date on which the assets of the Company are distributed pursuant to this Section 11.3, net income, net losses and other items of Company income, gain, toss, or deduction shall continue to be allocated in the manner provided in Article 7. During such period, the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs.

(b)The Board shall be responsible for overseeing the winding up of the Company.

(c)Subject to the further provisions of this Section 11.3, the assets of the Company shall be liquidated to the extent determined to be appropriate by the Board, and the proceeds thereof, together with such assets as the Board determines to distribute in kind, shall be applied and distributed in the following order:

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(i)to creditors, including the Member if it is a creditor, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; and

(ii)to the Member.

11.4Limitations on Rights of the Member. The Member shall look solely to the assets of the Company for the return of its Capital Contribution.

11.5Certificate of Cancellation. Upon the dissolution and the completion of winding up of the Company, the Member shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company has engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated.

ARTICLE 12

FINANCIAL STATEMENTS, ROOKS AND BANK ACCOUNTS

12.1Books and Records. The Company will maintain the Company’s books and records and provide such books and records to the Member in accordance Section 18-305 of the Act.

ARTICLE 13

AMENDMENTS

13.1Amendments. This Agreement may be amended by written agreement executed by the Member.

ARTICLE 14

MISCELLANEOUS PROVISIONS

14.1Notices. Except as provided herein, any and all notices, consents, waivers, directions, requests, votes or other instruments or communications provided for herein shall be in writing, signed by the parties giving the same and shall be deemed properly given if sent by registered or certified mail, postage prepaid, by overnight courier service, by hand delivery or by facsimile, and addressed:

(a)in the case of the Company, to the Company at its registered office or the principal executive office of the Company; or

(b)in the case of any of the Member, to its address or facsimile number as set forth on the Member’s signature page hereto.

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Any such notice shall be deemed to be effective as of the date (i) three days after the date on which it was mailed (if mailed by registered or certified mail), (ii) on which confirmation of receipt is received (if sent by facsimile), or (iii) on which it was received (in the case of overnight or hand delivery service or otherwise). Any party hereto may specify any other address or facsimile number for the receipt of such instruments or communications by giving notice to the other parties hereto in accordance with this Section 14.1.

14.2Entire Agreement. This Agreement contains the entire understanding of the Member and the Company and supersedes any prior written or oral agreement between or among them respecting the subject matter contained in this Agreement.

14.3Farther Assurances. The Member hereby agrees to take, or cause to be taken, from time to time, all such further or other action as shall reasonably be necessary to make effective, to consummate and to perform the undertakings and obligations contemplated by this Agreement. Specifically, the Member shall from time to time execute or cause to be executed all other documents or cause to be done all filing, recording, publishing, or other acts as may be necessary or desirable to comply with the requirements for the operation of a limited liability company under the laws of the State of Delaware and all other jurisdictions in which the Company may from time to time conduct business.

14.4Partial Invalidity. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision has never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. In lieu of such illegal, invalid or unenforceable provisions there shall be added automatically as a part hereof a provision as similar in terms and economic effect to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

14.5Waivers. No waiver of any provision of this Agreement is valid unless in writing and signed by the Person against whom or which enforcement is sought and any such waiver is effective only in the specific instance described and for the purpose for which the waiver was given. The failure of any party to this Agreement to insist upon or enforce strict performance by any other party to this Agreement of any provision of this Agreement shall not be construed as a waiver or relinquishment of such right or related remedy.

14.6Binding Effect; Assignment; Third Party Beneficiaries.

(a)Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

(b)Assignment. No party to this Agreement shall, or shall have the power to, assign or otherwise transfer its rights and obligations under this Agreement except to the extent

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related to a transfer of its Membership Interest to the extent permitted by, and in compliance with, this Agreement.

(c)Third Party Beneficiaries. Except as it relates to Article 10 with respect to any Covered Person, this Agreement shall not confer any rights or remedies on any Person other than the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 14.6(b) above.

14.7Rules of Interpretation.

(a)When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural and vice versa and masculine words shall include the feminine and neuter genders and vice versa.

(b)All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied, and any reference to generally accepted accounting principles shall be to generally accepted accounting principles in the United States of America, consistently applied.

(c)The term “day” shall mean a calendar day. Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in question falls on a day that is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day.

(d)All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time and shall include regulations, ordinances and the like.

(e)The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(f)A reference to Person includes its permitted successors and permitted assigns.

(g)A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to that contained in the document in which such reference appears unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. Reference to any documents, instrument or agreements (i) shall include all exhibits, schedules, annexes, appendices and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

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(h)Any Article, Section or Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the text of this Agreement.

(i)The words “hereof” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

14.8Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the Member shall be determined in accordance with the applicable provisions of the laws of the State of Delaware without regard to the principles of conflicts of law.

14.9Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one and the same instrument, binding upon all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. Facsimile transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such facsimile signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

**[SIGNATURE PAGE TO FOLLOW]**

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Second Amended and Restated limited Liability Company Agreement as of the date and year first above written.

THE COMPANY:	GREDE LLC
	/s/ Douglas J. Grimm
	Name:	Douglas J. Grimm
	Title:	CEO and President
THE MEMBER:	GREDE HOLDINGS LLC
	/s/ Douglas J. Grimm
	Name:	Douglas J. Grimm
	Title:	CEO and President
	Address:
	27275 Haggerty Road
	Suite 420
	Novi, Michigan 48377
	Fax: ( )

Signature Page to Second Amended and Restated

Limited Liability Company Agreement of Grede LLC

Schedule 1

to Second Amended and Restated

Limited Liability Company Agreement of Grede LLC

Initial Managers and Officers

Initial Managers

David F. Browne

Donald C. Campion

Eugene L Davis

Douglas J. Grimm

Christopher E. Keenan

Initial Officers

Douglas J. Grimm	Chief Executive Officer and President
Louis R. Lavorata	Chief Financial Officer and Secretary
Stephen D. Busby	Vice President, Treasurer and Assistant Secretary

EX-3.103

Exhibit 3.103

CONVERSION AND CONTRIBUTION AGREEMENT

AND STOCKHOLDER CONSENT

THIS CONVERSION AND CONTRIBUTION AGREEMENT AND STOCKHOLDER CONSENT (“Agreement”) is dated as of February 4, 2010 by and among Citation Corporation, a Delaware corporation (“Citation”), the holders of all issued and outstanding capital stock of Citation listed on Schedule 1 (“Citation Stockholders”), the holders of certain debt obligations of Citation listed on Schedule 2 (“Citation Debt Holders”), Wayzata Opportunities Fund II, L.P., a Delaware limited partnership (“Wayzata II”), TCW Shop IV Subsidiary Investment (Grede), Inc., a Delaware corporation (TCW Shop IV”), and Grede Holdings LLC, a Delaware limited liability company (“Parent”, and collectively with Citation, Citation Stockholders, Citation Debt Holders, Wayzata II, and TCW Shop IV, the “Parties” and each a “Party”).

RECITALS

A.GSC Recovery III Asset Trust, formed under the laws of the State of Delaware (“GSC III Trust”) and GSC Recovery III Parallel Fund Asset Trust, formed under the laws of the State of Delaware (“GSC III Parallel Trust”) are each Citation Stockholders. GSC RIII - Grede Corp., a Delaware corporation (“GSC III Corp.”) and GSC RIII Parallel - Grede, LLC, a Delaware limited liability company (“GSC III Parallel LLC”) are each Citation Debt Holders. Wayzata Recovery Fund, LLC, a Delaware limited liability company (“Wayzata”), and TCW Shared Opportunity Fund IV LP (“TCW Fund IV”) are each Citation Stockholders and Citation Debt Holders.

B.Pursuant to the terms of Assignment and Assumption agreements dated February 3, 2010, GSC III Trust has assigned its Term Loans, Advances, and Bankruptcy Note (all as defined below, and, collectively, the “GSC Citation Debt”) to GSC III Corp. and GSC III Corp. has assumed such GSC Citation Debt and, accordingly, GSC III Corp. is now a Citation Debt Holder.

C.Pursuant to the terms of Assignment and Assumption agreements dated February 3, 2010, GSC III Parallel Trust has assigned its GSC Citation Debt to GSC III Parallel LLC and GSC HI Parallel LLC has assumed such GSC Citation Debt and, accordingly, GSC III Parallel LLC is now a Citation Debt Holder.

D.As of the date of this Agreement, GSC III Corp., GSC III Parallel LLC and Wayzata II have organized, and are the sole members of, Parent.

E.Wayzata II is the sole member of Grede LLC, a Delaware limited liability company f/k/a Iron Operating, LLC (“Grede LLC”). Grede LLC is party to that certain Asset Purchase Agreement dated November 4, 2009 between Grede LLC and Grede Foundries, Inc., a Wisconsin corporation (“Grede Foundries”), pursuant to which Grede LLC will purchase substantially all of the assets and business operations of Grede Foundries (other than the Excluded Facilities and Excluded Assets as defined therein) pursuant to a sale under Section 363 of the U.S. Bankruptcy Code (“Grede 363 Sale”).

F.The Citation Debt Holders are parties to that certain Amended and Restated Credit Agreement dated as of April 6, 2007 by and among Citation, the financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as the Issuing Bank and Administrative Agent (as amended, “Credit Agreement”) and hold certain “Term Loans”, “Revolving Loans” and/or “Advances” constituting debt obligations of Citation (as each such term is defined in the Credit Agreement).

G.The Parties desire to enter into a series of transactions (collectively, “Transactions”) on two successive dates that will result in the reorganization of Citation’s debt and equity, the conversion of Citation into a limited liability company and certain other organizational transactions as described herein, all under the terms and conditions of this Agreement.

H.By their signatures to this Agreement, each Citation Stockholder desires to provide its written stockholder consent under Sections 228, 266 and other applicable provisions of the Delaware General Corporation Law (“DGCL”) and under Section 18-214 and other applicable provisions of the Delaware Limited Liability Company Act (“DLLCA”) to the Transactions and to authorize the officers of Citation to act as provided below in connection with the Transactions.

I.Effective as of the date, if any, that each of GSC III Corp., GSC III Parallel LLC and Wayzata II have taken the actions set forth below in Section 1.1 (the “Contribution Date”), each of the following shall occur under the terms and conditions of this Agreement: (1) each of GSC III Corp., GSC III Parallel LLC and Wayzata II may make a cash contribution to Parent in exchange for an equity interest in Parent; (2) certain Citation Debt Holders will receive an equity interest in Citation in satisfaction of certain indebtedness of Citation owing to such Citation Debt Holders under the Credit Agreement; (3) Parent will make a cash contribution to Citation in exchange for an equity interest in Citation issued to Parent; (4) Citation will make cash payments to certain Citation Debt Holders in satisfaction of certain indebtedness of Citation owing to such Citation Debt Holders; and (5) the respective portions of the Bankruptcy Note (defined below) held by certain Citation Debt Holders will either be cashed out by Citation or contributed to Citation for additional equity in Citation.

J.Effective as of the Conversion Date (defined below), each of the following shall occur under the terms and conditions of this Agreement: (1) Citation will convert from a Delaware corporation to a Delaware limited liability company under the applicable provisions of the DGCL and the DLLCA and will be re-named “Grede II LLC” (“Grede II”); (2) all of the capital stock of Citation issued and outstanding prior to the consummation of the Transactions contemplated by this Agreement to occur on the Contribution Date (“Old Citation Stock”) shall be cancelled without payment of consideration; (3) all of the outstanding capital stock of Citation newly issued under this Agreement on the Contribution Date (“New Citation Stock”) shall be converted into membership units of Grede II (“Grede II Units”); (4) immediately thereafter, all holders of the Grede II Units (other than Parent) shall subscribe to membership units in Parent (“Parent Units”) by contributing their Grede II Units to Parent; (5) all issued and outstanding warrants of Citation will be cancelled without payment of consideration; (6) the remaining Term Loans indebtedness of Citation owing to certain Citation Debt Holders will be refinanced under a new loan agreement and related guaranty and security documents with General Electric Capital

2

Corporation (“GECC”) as administrative agent; and (7) Wayzata II shall contribute all of its right, title and interest in and to its membership interest in Grede LLC to Parent (such that Grede LLC will become a wholly owned subsidiary of Parent) in exchange for an additional equity interest in Parent.

The Parties intending to be legally bound agree as follows:

ARTICLE 1

CONTRIBUTION DATE

1.1Cash Capitalization of Parent. At the sole discretion of GSC III Corp., GSC III Parallel LLC and Wayzata II (and only if all parties agree to so act), on the Contribution Date each of GSC III Corp., GSC III Parallel LLC and Wayzata II may execute and deliver a Subscription Agreement under which GSC III Corp., GSC III Parallel LLC and Wayzata II would subscribe to membership units in Parent (“Parent Units”) by making a cash contribution to Parent in the amount identified on Schedule 3, and shall receive the number of Parent Units identified on Schedule 3.

1.2Conversion of Debt to New Citation Stock. Effective as of the Contribution Date, each Citation Debt Holder (each, a “Converting Debt Holder”) that is converting its outstanding Term Loan and/or Advance into New Citation Stock as identified on Schedule 2 shall execute and deliver an Agreement Regarding Notes in the form attached as Exhibit A (“Agreement Regarding Notes”) and a Subscription Agreement in the form attached as Exhibit B (“Subscription Agreement”) under which the Converting Debt Holder will contribute such debt to Citation and Citation will issue to the Converting Debt Holder the number of shares of New Citation Stock identified on Schedule 2 and Schedule 3 (the shares to be issued to each Converting Debt Holder, its “Equity Consideration”). Each Converting Debt Holder (i) agrees that the receipt of its Equity Consideration upon its contribution to Citation of its Term Loan and/or Advance under this Section 1.2 shall constitute satisfaction of 100% of the principal, any deferred fees and other obligations owing to each Converting Debt Holder on account of the Term Loans and/or Advances so contributed (other than accrued interest obligations which will be deemed extinguished) and (ii) authorizes and directs the Agent Bank (as defined below) upon receipt of written notification from Citation that the Transactions have been consummated, to treat the Term Obligations (as defined in the Guarantee Agreement (as defined in the Credit Agreement)), the Secured Obligations (as defined in the Security Agreement (as defined in the Credit Agreement)) and all other amounts owing to such Converting Debt Holder under the Loan Documents (as defined in the Credit Agreement) as paid in full. Immediately upon receipt by TCW Fund IV of the shares of New Citation Stock identified on Schedule 2 and Schedule 3, TCW Fund IV will contribute 302 shares of New Citation Stock to TCW Shop IV and TCW Shop IV will execute and deliver a Subscription Agreement.

1.3Cash Contribution by Parent to Citation. Effective as of the Contribution Date, Parent shall subscribe to New Citation Stock by making a cash contribution to Citation in the amount necessary to fully pay the debt under Sections 1.4, 1.5, 1.6 and 1.7.4 below and by executing the Subscription Agreement in the form attached as Exhibit C (“Parent Subscription Agreement”). Parent shall be issued the number of shares of New Citation Stock identified on Schedule 3. The Parties agree that, on the Contribution Date and prior to the cash contribution

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by Parent under this Section 1.3, Citation’s asset value is no greater than the sum of (a) the Revolving Loans, (b) the Advances, (c) $37,326,117.00 (the aggregate value ascribed to the Term Loans in these Transactions), and (d) $2,100,000.00 (the aggregate value ascribed to the Bankruptcy Note). Citation shall use a value consistent with the preceding sentence for purposes of all tax returns and reports filed with respect to the Transactions contemplated by this Agreement.

1.4Term Loans Payoff.

1.4.1Effective as of the Contribution Date, each Citation Debt Holder that is receiving a cash payment for its outstanding Term Loan as identified on Schedule 2 (each, a “Cash Pay Debt Holder”) shall execute and deliver an Agreement Regarding Notes under which Citation will redeem 100% of the principal and accrued interest owed to such Citation Debt Holder under such Term Loan as identified on Schedule 2 for a cash payment (paid through Agent Bank as specified in Section 1.4.2 below) equal to 85% of such principal and accrued interest balance as identified on Schedule 2 (such amount payable to each Cash Pay Debt Holder, its “Term Loan Cash Consideration”).

1.4.2Effective as of the Contribution Date, Citation will make a cash payment to JPMorgan Chase Bank, N.A., as agent for the Citation Debt Holders (“Agent Bank”) under the Credit Agreement equal to the aggregate amount of Term Loan Cash Consideration payable to the Cash Pay Debt Holders. In connection with the payoff of the Term Loans, Agent Bank shall disburse to each Citation Cash Pay Debt Holder its Term Loan Cash Consideration. Each Cash Pay Debt Holder authorizes and directs the Agent Bank upon the receipt of the Term Loan Cash Consideration with respect to the Cash Pay Debt Holders’ Term Loans, to treat the Term Obligations, the Secured Obligations and all other amounts owing to such Cash Pay Debt Holder under the Loan Documents as paid in full.

1.4.3Upon payment of the Term Loan Cash Consideration payable to each Cash Pay Debt Holder, such Term Loans shall be deemed by each Cash Pay Debt Holder paid in full and cancelled.

1.5Advances Payoff.

1.5.1Effective as of the Contribution Date, each Citation Debt Holder that is receiving a cash payment for its outstanding Advance as identified on Schedule 2 (each, an “Advance Debt Holder”) shall execute and deliver an Agreement Regarding Notes under which Citation will make a cash payment (paid through Agent Bank as specified in Section 1.5.2 below) to such Citation Debt Holder equal to 100% of the principal and accrued interest owed to such Citation Debt Holder under such Advance as identified on Schedule 2 (such amount payable to each Advance Debt Holder, its “Advance Cash Consideration”).

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1.5.2Effective as of the Contribution Date, Citation will make a cash payment to Agent Bank equal to the aggregate amount of Advance Cash Consideration payable to the Advance Debt Holders. In connection with the payoff of the Advances, Agent Bank shall disburse to each Advance Debt Holder its Advance Cash Consideration. Each Advance Debt Holder authorizes and directs the Agent Bank upon the receipt of the Advance Cash Consideration with respect to the Advance Debt Holders’ Advances, to treat the Term Obligations, the Secured Obligations and all other amounts owing to such Advance Debt Holder under the Loan Documents as paid in full.

1.5.3Upon payment of the Advance Cash Consideration payable to each Advance Debt Holder, the Advances shall be deemed by each Advance Debt Holder automatically paid in full and cancelled without any further action or documentation required.

1.6Revolving Loans Payoff. As of the Contribution Date, Citation shall have received a payoff letter and payoff instructions from Agent Bank stating the aggregate obligations with respect to the Revolving Loans outstanding to all Citation Debt Holders. Effective as of the Contribution Date, Citation will make a cash payment to the Agent Bank equal to 100% of such obligations (the “Revolver Consideration”). In connection with the payoff of the Revolving Loans, Agent Bank shall disburse amounts paid to it with respect to the Revolving Loans to the Citation Debt Holders pro rata according to their respective Revolving Commitments (as defined in the Credit Agreement).

1.7Bankruptcy Note.

1.7.1Pursuant to the terms of a Note Purchase Agreement dated September 24, 2009 (“Note Purchase Agreement”), GSC III Corp., GSC III Parallel LLC, Wayzata, and GECC have purchased the New Subordinated Note issued under the Citation Corporation General Unsecured Trust Agreement, dated May 31, 2005 in the principal amount of $10,000,000 (“Bankruptcy Note”). The aggregate purchase price for the Bankruptcy Note is $2,100,000, plus any legal fees of the Trustee paid by Wayzata, GSC III Corp., GSC III Parallel LLC, and GECC (collectively, “Bankruptcy Note Purchase Price”).

1.7.2Pursuant to the terms of Assignment and Assumption agreements dated February 3, 2010, GSC III Trust has assigned its Bankruptcy Note to GSC III Corp.

1.7.3Pursuant to the terms of Assignment and Assumption agreements dated February 3, 2010, GSC III Parallel Trust has assigned its Bankruptcy Note to GSC III Parallel LLC.

1.7.4Effective as of the Contribution Date, each of GECC and Wayzata shall execute and deliver an Agreement Regarding Notes under which Citation

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will purchase the portion of the Bankruptcy Note held by GECC and Wayzata for a cash payment to GECC and Wayzata in the amount identified on Schedule 2 representing its respective portion of the Bankruptcy Note Purchase Price.

1.7.5Effective as of the Contribution Date, each of GSC III Corp. and GSC III Parallel LLC shall execute and deliver an Agreement Regarding Notes and a Subscription Agreement under which Citation will purchase the portion of the Bankruptcy Note held by GSC III Corp. and GSC III Parallel LLC by issuing to GSC III Corp. and GSC III Parallel LLC the number of additional shares of New Citation Stock identified on Schedule 2 and Schedule 3.

1.7.6Immediately after the purchase of the Bankruptcy Note as provided under this Section 1.7, the Bankruptcy Note shall be deemed automatically cancelled and made void without any further action or documentation required.

ARTICLE 2

CONVERSION DATE

2.1Conversion of Citation.

2.1.1As of 12:01 am (“Effective Time”) on the effective date designated in the Certificate of Conversion filed with the Secretary of State of the State of Delaware referenced in Section 2.1.2, which shall be the day after the Contribution Date (“Conversion Date”), pursuant to Section 266 and other applicable provisions of the DGCL and Section 18-214 and other applicable provisions of the DLLCA, Citation shall convert from a corporation organized under the laws of the State of Delaware to a limited liability company organized under the laws of the State of Delaware (“Conversion”).

2.1.2In order to effect the Conversion, Citation shall file a Certificate of Conversion with the Secretary of State of the State of Delaware which will be effective as of the Effective Time on the Conversion Date. The Certificate of Conversion shall certify that the name and jurisdiction of the converted entity shall be “Grede II LLC,” a Delaware limited liability company.

2.1.3The effect of the Conversion shall be as provided by the applicable provisions of the DGCL and DLLCA.

2.2Cancellation of Old Citation Stock; Conversion of New Citation Stock.

2.2.1Effective as of the Effective Time on the Conversion Date and in connection with the Conversion, all of the Old Citation Stock, as set forth on Schedule 1, shall be deemed automatically cancelled without payment

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of any kind to the Citation Stockholders without any further action or documentation required.

2.2.2Effective as of the Effective Time on the Conversion Date and in connection with the Conversion, all of the New Citation Stock shall be converted into Grede II Units at the rate of one (1) Grede II Unit for each one (1) share of New Citation Stock. A Grede II Unit represents a proportionate interest in Grede II and a Person’s Grede II Units represent such Person’s entire interest in Grede II, including without limitation the “limited liability company interest” under the DLLCA and the right to share in income, losses and management of Grede II.

2.3Subscription to Parent Units. Effective immediately after the conversion of the New Citation Stock to Grede II Units under Section 2.2 above, each holder of Grede II Units other than Parent shall, pursuant to the Subscription Agreement executed by such holder under Article 1 above, subscribe to Parent Units by contributing, assigning, transferring and conveying to Parent all of the Grede II Units held by such holder and receiving the number of Parent Units identified on Schedule 3. All Grede II Units held by Parent shall remain outstanding and, as a result thereof, Parent shall become the sole member of Grede II without any further action or documentation required.

2.4Cancellation of Citation Warrants. Effective as of the Effective Time on the Conversion Date, in connection with the Conversion, all of the issued and outstanding warrants of Citation, as set forth on Schedule 1, shall be deemed automatically cancelled without payment of any kind to the Citation warrant holders without any further action or documentation required.

2.5Contribution of Grede LLC to Parent. Effective as of the Effective Time on the Conversion Date, Wayzata II shall execute and deliver a Subscription Agreement under which Wayzata II shall subscribe to the Parent Units by contributing, assigning, transferring and conveying to Parent its entire membership interest in Grede LLC in exchange for the number of Parent Units identified on Schedule 3.

2.6Term Loan Refinancing. Effective as of the Conversion Date, each Citation Debt Holder that is entering into a New Term Loan as identified on Schedule 2 shall refinance its Term Loan indebtedness identified on Schedule 2 (each, a “Refinancing Debt Holder”) under a loan agreement and related guaranty and security documents dated as of the Conversion Date and entered into among Grede II, Grede LLC, and Grede Wisconsin Subsidiaries LLC, as borrowers; Parent and certain subsidiaries of Grede II, as guarantors; each such Refinancing Debt Holder; and GECC, as administrative agent. Effective as of the Conversion Date, GECC, as administrative agent under the new term loan agreement, will enter into that certain Intercreditor Agreement dated as of the Conversion Date with the agent under Grede LLC and Grede II’s new revolving credit facility. Each Refinancing Debt Holder authorizes and directs the Agent Bank upon receipt of written notification from Citation that the Transactions have been consummated, to treat the Term Obligations, the Secured Obligations and all other amounts owing to such Refinancing Debt Holder under the Loan Documents as paid in full.

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ARTICLE 3

WRITTEN STOCKHOLDER CONSENT AND UNANIMOUS LENDER CONSENT

3.1Written Stockholder Consent. Under Sections 228, 266 and other applicable provisions of the DGCL and under Section 18-214 and other applicable provisions of the DLLCA, by their signatures to this Agreement, the Citation Stockholders hereby adopt the following resolutions:

3.1.1The Citation Stockholders hereby ratify and approve this Agreement, each Subscription Agreement executed under this Agreement, the Agreement Regarding Notes, the Transactions, including, without limitation, the Conversion, the Limited Liability Company Agreement of Grede II LLC that will govern Grede II immediately following the Conversion (the “LLC Agreement”), and all other actions, documents, certificates or agreements related to this Agreement, the Transactions or the LLC Agreement.

3.1.2The Citation Stockholders hereby authorize, direct and empower each officer of Citation in the name of and on behalf of Citation, to execute, endorse, acknowledge and deliver this Agreement, each Subscription Agreement, the Agreement Regarding Notes, the LLC Agreement and all other documents, certificates, agreements related to this Agreement or the Transactions, and to take any and all such action and to do any and all such things as may be deemed by any one of them to be necessary or advisable to effectuate and carry out the terms and provisions of the above.

3.2Unanimous Written Lender Consent. Each Citation Debt Holder that is a lender (a “Lender”) under the Credit Agreement:

3.2.1consents to any reduction of the principal amount of any Loan owing to such Lender or the reduction of the rate of interest thereon or fees payable to such Lender under the Credit Agreement resulting from the Transactions;

3.2.2agrees that, Section 2.18(b) of the Credit Agreement notwithstanding, the Agent Bank shall apply the Term Loan Cash Consideration, Advance Cash Consideration and the Revolver Consideration received by it as set forth herein;

3.2.3waives any notice requirement under the Credit Agreement in connection with the prepayment of the Loans and the reduction of the Revolving Commitments; and

3.2.4authorizes and directs the Agent Bank, upon receipt of written notification from the Borrower that the Transactions have been consummated, to execute and deliver evidence of the discharge in full, termination and release of the Guarantee Agreement, the Security Agreement, mortgages

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and UCC financing statements securing the Revolving Loans, the Term Loans and the Advances.

ARTICLE 4

GENERAL

4.1Mutual Release of Claims. Effective as of the Effective Time, except for Claims arising out of or relating to a breach of this Agreement or any agreement entered into in connection with the transactions contemplated hereby, each Party, individually and on behalf of its affiliates, and the respective successors and assigns of each of them (collectively, “Releasors”), hereby absolutely and unconditionally expressly remises, releases, acquits, covenants not to sue and forever discharges the Agent Bank and each other Party and its affiliates, and the members, officers, managers, directors, employees, agents and representatives of each of them (individually and collectively, “Releasees”), from any and all claims, liabilities, actions, causes of action, contribution, indemnification, demands, liabilities, debts, amounts, contracts, agreements, covenants, damages, costs, fees, losses, expenses, suits and controversies of every conceivable kind, character and nature whatsoever, in law or in equity (collectively, “Claims”), that the Releasors now have, have had or may hereafter have, whether now known or unknown, that could be asserted by any of the Releasors, including, without limitation, any Claims relating to, arising out of, or in connection with any such Party’s (a) ownership of capital stock, warrants or any other equity interest or right to receive any equity interest of Citation or (b) holding of any debt obligations of Citation (other than any fees and expenses of the Agent Bank, including, without limitation, fees and expenses (including fees and expenses of counsel to the Agent Bank) (x) arising under the Credit Agreement, and (y) incurred with respect to any letters of credit issued under the Credit Agreement or any accounts maintained at the Agent Bank).

4.2Representations and Warranties.

4.2.1Each Party represents and warrants that it has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Party further represents and warrants that this Agreement has been duly executed and delivered by such Party, and, assuming the due execution hereof by each other Party, constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

4.2.2Each of the Citation Stockholders represents and warrants that it has good and valid title to the capital stock of Citation owned by such Citation Stockholder, as set forth on Schedule 1, free and clear of any security interest, pledge, lien, charge, restriction, or other encumbrance (“Lien”). Each of the Citation Stockholders further represents and warrants that, except for this Agreement, it is not a party to any contract, agreement, commitment or understanding with respect to the transfer, disposition, repurchase, redemption or other acquisition of any outstanding shares of capital stock of Citation.

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4.2.3Each of the Citation Debt Holders represents and warrants that the amount of the outstanding debt obligations of Citation to such Citation Debt Holder as set forth on Schedule 2 is accurate and complete. Each of the Citation Debt Holders further represents and warrants that, except for this Agreement, it is not a party to any contract, agreement, commitment or understanding with respect to the transfer, disposition, repurchase, redemption or other acquisition of any outstanding debt obligations of Citation.

4.3Condition to Closing. The obligation of the Parties to consummate the transactions under this Agreement is conditioned solely on the completion by Wayzata II, GSC III Corp., and GSC III Parallel LLC of their respective cash capital contributions to Parent as provided under Section 1.1 above.

4.4Termination. This Agreement may be terminated at any time prior to the Contribution Date by: (a) the mutual written consent of all Parties; or (b) by any Party by written notice to all other Parties if the conditions stated under Section 4.3 above are not met on or before March 31, 2010.

4.5Confidentiality.

4.5.1Each Party agrees to keep all Confidential Information (defined below) strictly confidential and not use or disclose, without the prior written consent of Parent, any Confidential Information, either directly or indirectly, to any Person (defined below) other than to the receiving Party’s directors, officers, employees and/or professional advisors who have a need-to-know the Confidential Information in order to assist that Party in connection with this Agreement, any ancillary agreement or the transactions consummated hereby or thereby. Without limiting the generality of the foregoing, each Party agrees (i) to use the same measures to avoid dissemination of such Confidential Information, including partial or complete copies thereof, to any third Person as such Party employs with respect to information of its own that it does not desire to be disseminated, (ii) to withhold dissemination of such Confidential Information from individuals, if any, within its organization who do not have reasonable need for such Confidential Information, and (iii) in the event the prior written consent of Parent is required as provided above and is obtained, to require any Person to whom such Confidential Information is disclosed to agree in writing to hold such Confidential Information in strict confidence. This confidentiality covenant has no temporal, geographical or territorial restriction.

4.5.2For purposes of this Agreement, the term “Confidential Information” shall mean, without limitation, (i) all of the terms, conditions and other facts with respect to this Agreement and any of the transactions referenced in or contemplated by this Agreement; and (ii) the following information concerning each of Parent, Grede II (f/k/a Citation) and Grede LLC (f/k/a

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Iron Operating, LLC): (A) trade secrets, proprietary information, product specifications, data, know-how, formulae, processes, designs, photographs, graphs, drawings, samples, inventions and ideas; (B) research and development, manufacturing or distribution methods and processes, customer lists and requirements, price lists, market studies, business plans, computer software and technology; (C) business and financial information including, without limitation, financial statements, financial projections and budgets, historical and projected sales, and capital spending budgets and plans; and (D) other forms of information concerning such Person considered by such Person to be confidential or in the nature of trade secrets. Notwithstanding the foregoing, the term “Confidential Information” shall not include information that any Party demonstrates (x) was or becomes generally available to the public other than as a result of a disclosure by such Party, (y) was available, or becomes available, to such Party on a non-confidential basis, provided that the source of such information is not known by such Party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to any Person with respect to such information, or (z) is required to be disclosed pursuant to governmental, regulatory, self-regulatory or judicial process; provided, that, in such a case, the Party required to disclose Confidential Information shall provide prompt written notice, to the extent legally permissible, to Parent, Grede II and/or Grede LLC, as applicable, so that Parent, Grede II and/or Grede LLC, as applicable, may seek a protective order or take other appropriate action, and the Party required to disclose Confidential Information shall use commercially reasonable efforts to furnish only that portion of Confidential Information that is required.

4.5.3For purposes of this Agreement, the term “Person” shall mean any individual, firm, corporation, partnership, limited liability company, joint venture, association, estate, trust, governmental agency or body or other entity, and shall include any successor (by merger or otherwise) of such Person.

4.6Additional Actions. Each Party and its officers and directors shall use commercially reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this Agreement contemplates, including, without limitation, delivering original notes, warrants, stock certificates or other original documents or certificates to Grede II or Parent as and when requested by Grede II or Parent, or executing any further documents or instruments as and when requested by Grede II or Parent. If, at any time after the Conversion Date, Grede II or Parent shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to vest, perfect or confirm, of record or otherwise, in Grede II or Parent its rights, title or interest in, to or under any of the rights, properties or assets of Citation acquired or to be acquired by Grede II or Parent as a result of, or in connection with, the Conversion or any of the other transactions contemplated by this Agreement, then the Citation Stockholders shall be deemed to have granted to Grede II or Parent, as applicable, an irrevocable power of attorney to execute and deliver all

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such proper deeds, assignments and assurances in law and to do all acts necessary or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in Grede II or Parent, as applicable, and otherwise carry out the purposes of this Agreement; and the members, managers, directors and officers of Grede II or Parent, as applicable, shall be fully authorized to take any and all such action. If at any time after the consummation of the Transactions, Grede II or Parent shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable to otherwise carry out the purposes of this Agreement, then the Citation Debt Holders shall be deemed to have granted to Grede II or Parent, as applicable, an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or desirable to vest, perfect or confirm title to and possession of such rights, properties or assets in Grede II or Parent, as applicable, and otherwise carry out the purposes of this Agreement; and the members, managers, directors and officers of Grede II or Parent, as applicable, shall be fully authorized to take any and all such action.

4.7Entire Agreement. This Agreement (including all exhibits, schedules or other attachments hereto) constitutes the complete and exclusive statement of the terms of the agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, promises, and arrangements, oral or written, between the parties with respect to the subject matter hereof.

4.8Amendment. Subject to applicable law, this Agreement may be amended, modified or supplemented only by mutual written agreement of the parties hereto at any time prior to the Contribution Date.

4.9Third Parties. Nothing in this Agreement, express or implied, is intended to or shall be construed to confer upon or give any Person other than the Parties and their respective successors and permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement.

4.10Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party shall assign any of its rights or delegate any of its obligations under this Agreement without the express prior written consent of the other Parties. Any purported assignment of rights or delegation of obligations in violation of this Section, whether voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or otherwise, is void.

4.11Construction. Captions, titles and headings to sections of this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. All references in this Agreement to “Section” refer to the corresponding sections of this Agreement unless otherwise stated and, unless the context otherwise specifically requires, refer to all subsections or subparagraphs thereof. All defined terms and phrases used in this Agreement are equally applicable to both the singular and plural forms of such terms. Nouns and pronouns will be deemed to refer to the masculine, feminine or neuter, singular and plural, as the identity of the Person or Persons may in the context require.

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4.12Specific Performance. Each of the Parties recognizes that any breach of its respective obligations under this Agreement may give rise to irreparable harm for which money damages would not be an adequate remedy, and accordingly agree that, in addition to any other remedies including damages, any non-breaching Party shall be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy as a remedy of money damages or the posting of any bond or other security.

4.13Representation of Parties. The Parties acknowledge that they have been or have had the opportunity to be represented by competent counsel of their own choice and that this Agreement has been the product of negotiation among them. Accordingly, the Parties agree that in the event of any ambiguity in any provision of this Agreement, this Agreement shall not be construed against any party regardless of which Party was responsible for the drafting thereof.

4.14Execution of Agreement. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement shall become effective when one or more counterparts have been executed by each of the parties and delivered to the other parties. The exchange of copies of this Agreement and of signature pages by facsimile or other electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or by other electronic means shall be deemed to be their original signatures for all purposes.

4.15Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts-of-law principles that would require the application of any other law.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

WAYZATA RECOVERY FUND, LLC
By:	Wayzata Investment Partners LLC, its Manager
/s/ Joseph M. Deignan
By:	Joseph M. Deignan
Its:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first mitten above.

WAYZATA OPPORTUNITIES FUND II, L.P.
By:	WOF II GP, L.P., its General Partner
By:	WOF II GP, LLC, its General Partner
/s/ Joseph M. Deignan
By:	Joseph M. Deignan
Its:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GSC RIII - GREDE CORP.
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GSC RIII PARALLEL GREDE, LLC
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GSC RECOVERY III ASSET TRUST
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GSC RECOVERY III PARALLEL FUND ASSET TRUST
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW Shared Opportunity Fund IV, L.P.
By: TCW Asset Management Company, its Investment Adviser
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW Shop IV Subsidiary Investment (Grede), Inc.
By: TCW Asset Management Company, its Investment Adviser
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW Shared Opportunity Fund IVB, L.P.
By: TCW Asset Management Company, its Investment Adviser
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW Shared Opportunity Fund III, L.P.
By: TCW Asset Management Company, its Investment Adviser
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW ABSOLUTE RETURN CREDIT, LLC,
as General Partner
By: TCW Asset Management Company,
its Managing Member
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

TCW/DRUM Special Situation Partners, LLC
By: TCW Asset Management Company,
its Investment Adviser
By:	/s/ Richard H. Stevenson
	Name:	Richard H. Stevenson
	Title:	Senior Vice President
By:	/s/ Chad Brownstein
	Name:	Chad Brownstein
	Title:	Senior Vice President

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GENERAL ELECTRIC CAPITAL CORPORATION
By:	/s/ Joseph D. Catania
(Signature)
Its:		Joseph D. Catania Duly Authorized Signatory
		(Printed Name of Signor)

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

GE CAPITAL, CFE INC.
By:	/s/ Thomas E. Johnstone
(Signature)
Its:		Thomas E. Johnstone
(Printed Name of Signor)
		Duly Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

HELLER FINANCIAL, INC.
By:	/s/ Thomas E. Johnstone
(Signature)
Its:		Thomas E. Johnstone
(Printed Name of Signor)
		Duly Authorized Signatory

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

JPMORGAN CHASE BANK, N.A.
By:	/s/ John McDonagh
(Signature)
Its:	John McDonagh
(Printed Name of Signor)

IN WITNESS WHEREOF, the parties have executed this Conversion and .Contribution Agreement and Stockholder Consent as of the date first written above.

JPMORGAN CHASE BANK, N.A. (SECONDARY LOAN TRADING)
By:	/s/ John McDonagh
(Signature)
Its:	John McDonagh
(Printed Name of Signor)

IN WITNESS WHEREOF, the. parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

J.P. MORGAN SECURITIES, INC.
BY:	/s/ John McDonagh
	(Signature)
Its:	John McDonagh
	(Printed Name of Signor)

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

CHASE LINCOLN FIRST COMMERCIAL
BY:	/s/ John McDonagh
	(Signature)
Its:	John McDonagh
	(Printed Name of Signor)

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

AL FOUNDRY HOLDING CORP.
BY:	/s/ John McDonagh
	(Signature)
Its:	John McDonagh
	(Printed Name of Signor)

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent on February 4 , 2010.

		ALLSTATE LIEE INSURANCE COMPANY
		(Printed Name)
By:	/s/ Terrence J. Mullen
	(Signature)
Name:	Terrence J. Mullen
Title:	Authorized Signatory
Date:
By:	/s/ Andrew M. (A.M.) Geryol
	(Signature)
Name:	Andrew M. (A.M.) Geryol
Title:	Authorized Signatory
Date:

Signature Page for Citation Corporation

Conversion and Contribution Agreement and Stockholder Consent

IN WITNESS WHEREOF, the parties have executed this Conversion and Contribution Agreement and Stockholder Consent as of the date first written above.

CITATION CORPORATION
BY:	/s/ Douglas J. Grimm
	Douglas J. Grimm
	Its: President and Chief Executive Officer
GREDE HOLDINGS LLC
By:	/s/ Douglas J. Grimm
	Douglas J. Grimm
	Its: President and Chief Executive Officer

List of Schedules and Exhibits

Schedules

Schedule 1 — List of Citation Stockholders

Schedule 2 — Treatment of Certain Citation Debt

Schedule 3 — Summary of Capitalization of Grede II and Parent

Exhibits

Exhibit A — Agreement Regarding Notes

Exhibit B — Subscription Agreement

Exhibit C — Parent Subscription Agreement

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Conversion and Contribution Agreement

Schedule 1 - List of Citation Stockholders and Warrantholders

		Common Stock						Fully Diluted
Stockholder Name	Old Citation Stock	Percentage		Class A Warrants	Class B Warrants	Class C Warrants	Total	Equity
GE Capital CFE, Inc.	2,214	0.29	%	427	520	98,646	101,807	7.55	%
General Electric Capital Corp.	5,016	0.65	%	665	980	223,526	230,187	17.07	%
Heller Financial Inc.	1,004	0.13	%			44,730	45,734	3.39	%
GSC Recovery III Asset Trust	283,456	36.95	%				283,456	21.02	%
GSC Recovery III Parallel Fund Asset Trust	252,604	32.93	%				252,604	18.73	%
Wayzata Recovery Fund, LLC	214,499	27.96	%				214,499	15.91	%
AL Foundry Holding Corp.	2,512	0.33	%	333	514		3,359	0.25	%
J.P. Morgan Securities Inc.	1,595	0.21	%	521	787		2,903	0.22	%
J.P. Morgan Securities Inc.	323	0.04	%	42	62		427	0.03	%
TCW Absolute Return Credit, LLC	106	0.01	%	14	21		141	0.01	%
TCW Shared Opportunity Fund III, L.P.	348	0.05	%	47	68		463	0.03	%
TCW Shared Opportunity Fund IV, L.P.	1,740	0.23	%	231	340		2,311	0.17	%
TCW Shared Opportunity Fund IVB, L.P.	349	0.05	%	47	69		465	0.03	%
TCW/DRUM Special Situation Partners, LLC	356	0.05	%	48	70		474	0.04	%
Allstate Life Insurance Company	989	0.13	%	84	124		1,197	0.09	%
Total	767,111	100.00	%	2,459	3,555	366,902	1,140,027	84.54	%

							Fully Diluted
Warrantholder Name	Old Citation Stock	Stock Percentage	Class A Warrants	Class B Warrants	Class C Warrants	Total	Equity
JPMorgan Chase Bank, N.A.					115,580	115,580	8.57	%
JPMorgan Chase Bank, N.A. (SLT)					88,210	88,210	6.54	%
Other Warrant Holders			1,855	2,910		4,765	0.35	%
Total			1,855	2,910	203,790	208,555	15.46	%

Conversion and Contribution Agreement

Schedule 2 -Treatment of Certain Citation Debt

Debt Outstanding (1)

Consideration by Security

Total Consideration

Bankruptcy Note

Term Loans

Advances

Bankruptcy Note (2)

Aggregate Cash

Citation Debt Holder Name

Term Loans

Advances

Face Amount (2)

Cash (3)

New Term Loan

New Citation Stock

Cash

New Citation stock

Cash

New Citation Stock

Payment

New Term Loan

New Citation Stock

JP Morgan Chase Bank, N.A.

5,002,689.53

1,812,564.99

N/A

4,252,456.11

N/A

N/A

1,812,665.01

N/A

N/A

N/A

6,065,021.12

N/A

N/A

Chase Lincoln First Commercial

392,535.57

N/A

N/A

333,655.22

N/A

N/A

N/A

N/A

N/A

N/A

333,655,22

N/A

N/A

General Electric Capital Corporation

6,110,291.92

1,988,113.63

3,330,000.00

N/A

6,110,291.92

N/A

1,988,113.62

N/A

699,300.00

N/A

2,687,413.62

6,110,291.92

N/A

Allstate Life Insurance Co.

1,203,973.69

N/A

N/A

1,023,177.64

N/A

N/A

N/A

N/A

N/A

N/A

1,023,377.64

N/A

N/A

GE Capital CFE Inc.

2,696,835.20

877,389.78

N/A

N/A

2,696,835.20

N/A

877,389.78

N/A

N/A

N/A

877,389.78

2.696,635.20

N/A

Heller Financial Inc.

1,222,058.39

397,839.87

N/A

N/A

1,222,058.39

N/A

397,839.86

N/A

N/A

N/A

397,839.86

1,222,058.39

N/A

TCW Absolute Return Credit Fund. LP

128,084.55

N/A

N/A

108,871.87

N/A

N/A

N/A

N/A

N/A

N/A

108,871.87

N/A

N/A

TCW Shared Opportunity Fund III LP

423,924.67

N/A

N/A

360,335.98

N/A

N/A

N/A

N/A

N/A

N/A

360,335.98

N/A

N/A

TCW Shared Opportunity Fund IV LP

2,118,520.18

N/A

N/A

N/A

N/A

2,118

N/A

N/A

N/A

N/A

N/A

N/A

2,118

TCW Shared Opportunity Fund IVB LP

425,025.59

N/A

N/A

N/A

N/A

425

N/A

N/A

N/A

N/A

N/A

N/A

425

TCW/DRUM Special Situation Partners LLC

433,445.32

N/A

N/A

368,428,53

N/A

N/A

N/A

N/A

N/A

N/A

368,428.53

N/A

N/A

GSC Rill Parallel - Grade, LLC

6,400,076.78

2,200,009.47

2,240,000.00

N/A

N/A

6,400

N/A

2.200

N/A

470

N/A

N/A

9,070

GSC Rill - Grede Corp.

7,181,809.61

2,498,704.78

2,520,000.00

N/A

N/A

7,181

N/A

2,468

N/A

529

N/A

N/A

10,178

Wayzala Recovery Fund LLC

5,558,085.20

1,867,233.90

1,910,000.00

4,724,372.42

N/A

N/A

1,867,233.89

N/A

401,100.00

N/A

6,992,706.31

N/A

N/A

Notes

(1) Represents principal outstanding plus accrued Interest through February 4, 2010.

(2) The bankruptcy note was purchased by the holders for 21% of the face amount; consideration is paid either In cash or New Citation Stock at 21% of the face amount.

(3) The holders of The Term Loan electing to receive cash receive cash In the amount of 85% of principal and accrued interest.

Conversion and Contribution Agreement

Schedule 3 - Citation Corporation Conversion to Grede II LLC

	New Citation Stock Issued					Conversion to Grede II LLC
	New Citation	New Citation	New Citation	New Citation
	Stock Issued for	Stock Issued for	Stock Issued for	Stock Issued for	Total New Citation	Total New Citation	Grede II LLC Units
Stockholder Name	Term Loan	Advances	Bankruptcy Note	Cash Contribution	Stock Issued	Stock Converted	Received
Parent	0	0	0	30,291	30,291	30,291	30,291
GE Capital CFE, Inc.	0	0	0	0	0	0	0
General Electric Capital Corp.	0	0	0	0	0	0	0
Heller Financial inc.	0	0	0	0	0	0	0
GSC Rill - Grede Corp.	7,181	2,468	529	0	10,178	10,178	10,178
GSC Rill Parallel - Grede, LLC	6,400	2,200	470	0	9,070	9,070	9,070
Wayzata Recovery Fund, LLC	0	0	0	0	0	0	0
AL Foundry Holding Corp.	0	0	0	0	0	0	0
J.P. Morgan Securities Inc.	0	0	0	0	0	0	0
J.P. Morgan Securities Inc.	0	0	0	0	0	0	0
JP Morgan Chase Bank, N.A.	0	0	0	0	0	0	0
JP Morgan Chase Bank, N.A. (SLT)	0	0	0	0	0	0	0
TCW Absolute Return Credit, LLC	0	0	0	0	0	0	0
TCW Shared Opportunity Fund III, L.P.	0	0	0	0	0	0	0
TCW Shared Opportunity Fund IV, L.P.	2,118	0	0	0	1,816	1,816	1,816
TCW Shop IV Subsidiary Investment (Grede), Inc.	0	0	0	0	302	302	302
TCW Shared Opportunity Fund IVB, L.P.	425	0	0	0	425	425	425
TCW/DRUM Special Situation Partners, LLC	0	0	0	0	0	0	0
Allstate Life Insurance Company	0	0	0	0	0	0	0
Other Warrant Holders	0	0	0	0	0	0	0
	16,124	4,668	999	30,291	52,082	52,082	52,082

Schedule 3 - Summary of Capitalization of Grede II and Parent

	Consideration to Parent
	Grede II Units			Cash Contributions		Grede LLC		Total
						Membership
	Grede II Units					Interest
	Contributed to	Parent Equity	Total Value	Amount	Parent Equity	Contributed to	Parent Equity		Parent Equity
Member Name	Parent	Units Received	Contributed	Contributed	Units Received	Parent	Units Received	Value Contributed	Units Received
Wayzata Opportunities Fund II, L.P.	—	—	—	20,291,160	20,291	39,362,346	39,362	59,653,506	59,653
GSC Rill Parallel - Grede, LLC	9,070	9,070	9,070,486	4,250,000	4,250	—	—	13,320,486	13,320
GSC Rill - Grede Corp.	10,178	10,178	10,179,714	5,750,000	5,750	—	—	15,929,714	15,928
TCW Shared Opportunity Fund IV LP	1,816	1,816	1,816,446	—	—	—	—	1,816,446	1,816
TCW Shop IV Subsidiary Investment (Grede), Inc.	302	302	302,074	—	—	—	—	302,074	302
TCW Shared Opportunity Fund IVB LP	425	425	425,027	—	—	—	—	425,027	425

SUBSCRIPTION AGREEMENT

(insert Subscriber name)

THIS SUBSCRIPTION AGREEMENT (“Agreement”), dated as of February    , 2010, is entered into among Grede Holdings LLC, a Delaware limited liability company (the “Parent”), Citation Corporation, a Delaware corporation (“Citation”), and [insert Subscriber name] (the “Subscriber’’).

1.Background. Citation and the holders of all of the issued and outstanding capital stock of Citation, the holders of certain debt obligations of Citation, Wayzata Opportunities Fund II, L.P., TCW Shop IV Subsidiary Investment (Grede), Inc., and Parent have entered into that certain Conversion and Contribution Agreement and Stockholder Consent dated as of February 4, 2010 (the “Conversion Agreement”). Capitalized terms not defined in this Agreement have the meaning stated under the Conversion Agreement. As contemplated by the Conversion Agreement, the Subscriber is subscribing for common stock of Citation (“New Citation Stock”) which shall be converted into membership units of Grede II (the “Grede II Units”), and the Subscriber is subscribing for membership units of the Parent (“Parent Units”), all pursuant to the terms and conditions of this Agreement and the Conversion Agreement. As used in this Agreement, the term “Subscribed Equity” means collectively the New Citation Stock and the Parent Units.

2.New Citation Stock Subscription. Upon execution of this Agreement and pursuant to Sections 1.2 and 1.7.5, as applicable, of the Conversion Agreement, the Subscriber hereby subscribes for and purchases the number of shares of New Citation Stock set forth on Exhibit A hereto and in exchange for tender by the Subscriber of the consideration described on Exhibit A hereto and under Sections 1.2 and 1.7.5, as applicable, of the Conversion Agreement. Effective upon the Contribution Date and the receipt by Citation of an Agreement Regarding Notes executed by Subscriber with respect to the consideration described in Exhibit A, Citation hereby issues the New Citation Stock to Subscriber. Subscriber acknowledges and agrees that the New Citation Stock issued to Subscriber hereunder will be duly noted on Citation’s corporate records, but that a new stock certificate for the New Citation Stock will not be issued to Subscriber.

3.Parent Subscription. Upon execution of this Agreement and pursuant to Sections 1.1, 2.3 and 2.5, as applicable, of the Conversion Agreement, the Subscriber hereby subscribes for and purchases the number of Parent Units set forth on Exhibit B hereto and in exchange for tender by the Subscriber of the consideration described on Exhibit B hereto and under Sections 1.1, 2.3 and 2.5, as applicable, of the Conversion Agreement. If Subscriber is contributing Grede II Units to Parent as consideration for all or part of the Parent Units as described on Exhibit B, then Subscriber hereby contributes, assigns, transfers and conveys to Parent the Grede II Units described on Exhibit B effective at the time set forth in Section 2.3 of the Conversion Agreement. The subscription for the Parent Units under this Section 3 shall be effective upon the date and time stated in the Conversion Agreement and Parent shall issue the Parent Units to Subscriber upon such date and time.

4.Limitations on Transfer. The Subscriber acknowledges and agrees that:

4.1.Due to restrictions described below, the lack of any market existing or likely to exist for the Parent Units, any investment in the Parent will be highly illiquid.

4.2.The Subscriber must bear the economic risk of investment in the Parent Units for an indefinite period of time because the Parent Units have not been registered under the Securities Act of 1933, as amended (the “Act”), or the securities laws of any state.

4.3.The governing documents of the Parent, including the Amended and Restated Limited Liability Company Agreement of the Parent, dated as of February 5, 2010 (the “Operating Agreement”), and the Securityholders Agreement, dated as of February 4, 2010 (the “Securityholders Agreement”), provide for certain restrictions on transfer of the Parent Units.

5.Representations and Warranties; Covenants of Subscriber. The Subscriber makes the following representations, warranties, declarations, acknowledgments, covenants and agreements with the intent that they may be relied upon in determining the Subscriber’s suitability as a Subscriber of the Subscribed Equity:

5.1.The Subscriber’s principal place of business is in the state set forth in Subscriber’s address below on the Signature and Information Page.

5.2.The Subscriber is an “accredited investor” as such term is defined in Rule 501 of Regulation D, promulgated under the Act.

5.3.The Subscriber is authorized and qualified to become an investor in the Parent, and is authorized to make its capital contribution or pay such other consideration to the Parent, and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. The Subscriber has been duly organized and is validly existing under the laws of its jurisdiction of organization. Each of this Agreement, the Operating Agreement and the Securityholders Agreement has been duly executed by the Subscriber and constitutes a valid and legally binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms.

5.4.The Subscriber was not formed, and is not being used, primarily for the purpose of making an investment in the Parent.

5.5.The Subscriber expressly represents that (a) Subscriber’s financial condition is such that Subscriber has no need for liquidity with respect to Subscriber’s investment in the Subscribed Equity to satisfy any existing or contemplated undertaking or indebtedness; (b) Subscriber is able to bear the economic risk of Subscriber’s investment in the Subscribed Equity for an indefinite period of time, including the risk of losing all of Subscriber’s investment; (c) the Subscribed Equity are being acquired solely for the Subscriber’s own account for investment only and not with a view to distribution or resale of the Subscribed Equity; (d) Subscriber has such knowledge and experience in financial, tax and business matters, in general, that Subscriber is capable of evaluating the merits and risks of the prospective investment and to make an informed decision with respect thereto; and (e) Subscriber has determined that the investment is a suitable investment for Subscriber. Moreover, the Subscriber

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can rely on Subscriber’s sophistication in investments and knowledge and experience in financial and business matters.

5.6.The Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to the Subscribed Equity.

5.7.Except as expressly stated in this Agreement, the Conversion Agreement, the Operating Agreement, the Securityholders Agreement and the Agreement Regarding Notes, no representations or warranties have been made to Subscriber by Parent, Citation, Grede II or any director, manager, officer, agent, employee or affiliate of Parent, Citation or Grede II, or any other person with respect to Subscriber’s investment in the Subscribed Equity. The Subscriber has relied solely upon the Subscriber’s own investigation and knowledge of Parent, Citation and Grede II, as well as its own advisors, in making the decision to purchase the Subscribed Equity. The Subscriber has been given an opportunity to ask questions and receive answers thereto with respect to information concerning the Parent. Subscriber understands that no federal or state agency has reviewed or approved any aspect of the offering, and that no federal or state agency has passed on or endorsed the merits of an investment in the Parent.

5.8.The Subscriber expressly acknowledges that (a) the Subscribed Equity are a speculative investment that involves a risk of loss of the entire investment of the Subscriber in the Parent and the Parent is newly formed; (b) no federal or state agency has passed upon the adequacy or accuracy of the information made available to the Subscriber, or made any finding or determination as to the fairness for investment, or any recommendation or endorsement of the Subscribed Equity as an investment, and the Subscribed Equity are being issued by the Parent pursuant to an exemption from registration provided under the Act and/or applicable state law; (c) the Parent is not obligated or required to register the Subscribed Equity under the Act or the securities laws of any state, nor is the Parent obligated to assist the Subscriber in registering the Subscriber’s Subscribed Equity under the Act, complying with any exemption from registration under the Act or the securities laws of any state, or transferring or reselling the Subscriber’s Subscribed Equity; (d) as described in the Operating Agreement and the Securityholders Agreement, there will be restrictions on the transferability of the Subscribed Equity; (e) the Subscribed Equity may not be transferred, resold or hypothecated unless the Subscribed Equity are subsequently registered under the Act and applicable state securities laws or exemptions from registration under the Act and applicable state securities laws are available; (f) there will be no public market for the Subscribed Equity and, accordingly, it may not be possible for the Subscriber to liquidate Subscriber’s investment in the Subscribed Equity; and (g) any anticipated federal and/or state income tax benefits, applicable to the Subscribed Equity may be lost through changes in, or adverse interpretations of, existing laws and regulations.

5.9.The execution and delivery by the Subscriber of, and compliance by the Subscriber with, this Agreement, the Operating Agreement, the Securityholders Agreement and each other document required to be executed and delivered by the Subscriber in connection with this subscription for Subscribed Equity does not violate or represent a breach of, or constitute a default under, any instrument governing the Subscriber, any law, regulation or order, or any agreement to which the Subscriber is a party or by which the Subscriber is bound.

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5.10.The Subscribed Equity were not offered to the Subscriber by means of (i) any publicly disseminated advertisements or sales literature, through the mails or otherwise, (ii) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, (iii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iv) any other form of general solicitation or advertising.

5.11.The Subscriber acknowledges that none of Citation, Grede II or the Parent has provided any tax advice or information. The Subscriber acknowledges that it must retain its own professional advisors to evaluate the tax and other consequences of an investment in the Subscribed Equity. The Subscriber is not acquiring the Subscribed Equity with a view to realizing any benefits under United States federal income tax laws, and no representations have been made to the Subscriber that any such benefits will be available as a result of the Subscriber’s acquisition, ownership or disposition of the Subscribed Equity.

5.12.The representations, warranties, agreements, covenants, undertakings and acknowledgement made by the Subscriber in this Subscription Agreement do not either contain any untrue statement of a material fact or omit to state any material fact required or necessary to make any statement made not misleading.

5.13.The Subscriber shall notify the Parent immediately of any change in any of the representations, warranties, agreements, undertakings and acknowledgements made by the Subscriber in this Subscription Agreement.

5.14.The Subscriber is not a “Plan” subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, as amended or any similar state or federal regulation, law, rule or otherwise.

5.15.Neither the Subscriber, nor any of its beneficial owners, appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), nor are they otherwise a party with which the Parent is prohibited to deal under the laws of the United States. The Subscriber further represents that the monies used to fund the investment in the Subscribed Equity are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within any country (i) under a U.S. embargo enforced by OFAC, (ii) that has been designated as a “non-cooperative country or territory” by the Financial Action Task Force on Money Laundering or (iii) that has been designated by the U.S. Secretary of Treasury as a “primary money laundering concern.” The Subscriber further represents and warrants that the Subscriber: (i) has conducted thorough due diligence with respect to all of its beneficial owners, (ii) has established the identities of all beneficial owners and the source of each of the beneficial owner’s funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence. The Subscriber further represents that the Subscriber does not know or have any reason to suspect that (i) the monies used to fund the Subscriber’s investment in the Subscribed Equity have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, and (ii) the proceeds from the Subscriber’s investment in Subscribed Equity will be used to finance any illegal activities. The Subscriber further represents and warrants that it has conducted appropriate due diligence of any beneficial owner who is (i) a

4

Senior Foreign Political Figure (“SFPF”) (ii) an immediate family member of the SFPF, (iii) a person who is widely known (or is actually known by the Subscriber) to maintain a close personal relationship with any such individual, or (iv) a corporation, business or other entity that has been formed by or for the benefit of such individual. The Subscriber further represents and warrants that to the extent a beneficial owner is a bank, including a branch, agency or office of a bank, that is not physically located in the United States, that the Subscriber has taken and will take reasonable measures to establish that the bank has a physical presence or is an affiliate of a regulated entity. The Subscriber further agrees and acknowledges that, among other remedial measures, (i) the Parent may be obligated to “freeze the account” of such Subscriber, either by prohibiting additional investments by the Subscriber and/or segregating assets of the Subscriber in compliance with governmental regulations and/or if the Parent’s Board of Managers determines in its sole discretion that such action is in the best interest of the Parent and (ii) the Parent may be required to report such action or confidential information relating to the Subscriber (including, without limitation, disclosing the Subscriber’s identity) to the regulatory authorities.

5.16.The Subscriber certifies under penalties of perjury that (A)(i) the Subscriber’s name, taxpayer identification and address provided on the signature page are correct and (ii) the Subscriber will complete and return with this Agreement, IRS Form W-9, Payer’s Request for Taxpayer Identification Number and Certification, and (B) (i) the Subscriber is not a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (as defined in the Code) and (ii) the Subscriber will notify the Parent within sixty (60) days of any change in such status. The Subscriber agrees to execute properly and provide the Parent in a timely manner any tax documentation or information that may be reasonably required by the Parent’s Board of Managers in connection with the Parent.

5.17.The Subscriber understands and acknowledges that the Parent will not register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) by reason of the provisions of Section 3(c)(1) thereof. Further, the Subscriber hereby certifies that: (i) it is “one person” for purposes of Section 3(c)(1) of the Investment Company Act; (ii) it was not formed solely for the purpose of investing in the Parent and the amount of the Subscriber’s capital contribution to the Parent does not exceed 40% of its total assets; and (iii) the Subscriber’s equity owners are not able to decide individually whether to participate in the Subscriber’s investment in the Parent.

6.Indemnification. To the fullest extent permitted by law, the Subscriber hereby agrees to indemnify the Parent, its managers, officers, members, and their affiliates, agents and employees, and hold each of them harmless against any and all loss, damage, liability or expense, including reasonable attorneys’ fees, which they or any of them may suffer, sustain, or incur by reason of, or in connection with, any misrepresentation or breach of warranty or agreement made by the Subscriber under this Agreement or any related document delivered herewith, or in connection with the sale or distribution by the Subscriber of the Parent Units in violation of the Act or any other applicable law.

7.Operating Agreement and Securityholders Agreement. Subscriber acknowledges and agrees that the Parent Units issued to Subscriber under this Subscription are held subject to the terms and conditions of the Operating Agreement and the Securityholders Agreement. The

5

Subscriber will become a party to each of the Operating Agreement and the Securityholders Agreement and hereby agrees to execute the applicable signature pages thereto.

8.Miscellaneous.

8.1.This subscription is not transferable or assignable by the Subscriber. This Agreement and the representations, warranties, declarations, acknowledgments and agreements contained herein shall be binding upon the heirs, executors, administrators and other successors of the Subscriber in accordance with its terms.

8.2.This Agreement shall be governed by the laws of the State of Delaware without giving effect to any applicable principles of conflicts of law.

8.3.Any information that the Subscriber has previously furnished to the Parent and any information shown on the signature page of this Agreement with respect to the Subscriber is correct and complete as of the date of this Agreement, and if there should be any material change in such information prior to its purchase of the Parent Units, the Subscriber will immediately furnish such revised or corrected information to the Parent.

8.4.The Subscriber further understands and acknowledges that:

8.4.1.The representations, warranties, covenants, agreements and acknowledgements of the Subscriber in this Agreement shall survive the acceptance of this Agreement by the Parent and the consummation of the transactions contemplated by this Agreement.

8.4.2.This Agreement, the Conversion Agreement, the Operating Agreement, the Securityholders Agreement and the Agreement Regarding Notes constitute the entire agreement between the parties respecting the subject matter thereof.

8.4.3.Captions in this Agreement are for the convenience of reference only and shall not limit or otherwise affect the interpretation or effect of any term or provision hereof.

8.4.4.This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts will, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

8.4.5.The invalidity or unenforceability of any one provision of this Agreement will not affect the validity of any other provision, and all other provisions will remain in full force and effect.

6

THE PARENT UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE PARENT UNITS UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR A WRITTEN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS.

[Signature and Information Pages Follow]

7

SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

FOR GREDE HOLDINGS LLC

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first written above.

[insert Subscriber name]
By:
	Address:

8

SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

FOR GREDE HOLDINGS LLC

SUBSCRIPTION ACCEPTED BY:
CITATION CORPORATION
By:
	Douglas J. Grimm
	Its: President and Chief Executive Officer
GREDE HOLDINGS LLC
By:
	Douglas J. Grimm
	Its: President and Chief Executive Officer

9

EXHIBIT A

CONTRIBUTIONS FOR NEW CITATION STOCK

Aggregate Number of Shares of New Citation Stock:          

Consideration:

(i)Contribution to Citation of Term Loan valued at $                   .

(ii)Contribution to Citation of Advance valued at $                  .

(iii)Contribution of a portion of the Bankruptcy Note to Citation valued at $                .

10

EXHIBIT B

CONTRIBUTIONS FOR PARENT UNITS

Aggregate Number of Parent Units:                        

Consideration:

(i)Assignment to Parent of      Grede II Units valued at $                           .

(ii)Cash contribution to Parent equal to $                                         .

11

AGREEMENT REGARDING NOTES

(insert Note Holder name)

THIS AGREEMENT REGARDING NOTES (“Agreement”) is dated as of February , 2010 among Grede Holdings LLC, a Delaware limited liability company (the “Parent”), Citation Corporation, a Delaware corporation (“Citation”), and [insert Note Holder name] (the “Note Holder” and together with Citation and Parent, the “Parties” and each a “Party”).

1.Background.

1.1.Citation and the holders of all of the issued and outstanding capital stock of Citation, the holders of certain debt obligations of Citation, Wayzata Opportunities Fund II, L.P., TCW Shop IV Subsidiary Investment, Inc., and Parent have entered into that certain Conversion and Contribution Agreement and Stockholder Consent dated as of February 4, 2010 (the “Conversion Agreement”). Capitalized terms not defined under this Agreement have the meaning stated under the Conversion Agreement.

1.2.As contemplated by the Conversion Agreement, pursuant to this Agreement the Term Loan, Advance and/or Bankruptcy Note held by Note Holder are being paid off or converted to New Citation Stock; provided, however, that if designated in the attached Exhibit A, the Term Loan (“Refinanced Term Loan”) held by Note Holder shall be refinanced under a new loan agreement, all as provided in this Agreement.

1.3.Other than the Refinanced Term Loan, if applicable, all obligations of any nature whatsoever under any Term Loan, Advance and/or Bankruptcy Note held by Note Holder shall be deemed fully paid, satisfied, cancelled and void under the terms and conditions of this Agreement.

2.Disposition of Debt.

2.1.Pursuant to this Agreement, all obligations of any nature whatsoever, including, without limitation, principal, interest, costs, fees or any other liabilities (collectively, “Obligations”) under the Term Loan, Advance and/or Bankruptcy Note held by Note Holder are hereby disposed of in one or more of the following manners as designated in the attached Exhibit A: (i) the payoff in cash of the Obligations outstanding to Note Holder under the Term Loan, Advance and/or Bankruptcy Note; (ii) the refinancing of any Refinanced Term Loan as provided under Section 2.4 below; or (iii) the conversion of the Obligations under the Term Loan, Advance and/or the Bankruptcy Note to the number of shares of New Citation Stock set forth on Exhibit A.

2.2.To the extent that any such Obligations are converted to New Citation Stock, the Note Holder has executed a Subscription Agreement evidencing its subscription to New Citation Stock and shall receive the New Citation Stock as provided therein.

2.3.To the extent that any Obligations are paid off in cash under this Agreement, upon execution of this Agreement, Citation shall pay to JPMorgan Chase Bank, N.A. (as Administrative Agent under the Credit Agreement) (“Agent”), the applicable amount stated in the attached Exhibit A and Agent shall pay such amount to Note Holder by wire transfer as instructed by Note Holder. To the extent that any such Obligations are under the Term Loan, Note Holder acknowledges and agrees that the amount set forth on Exhibit A is less than the face amount of the Obligations owed to Note Holder under such Term Loan and, notwithstanding such lesser amount, the payment of the amount of the Obligations in respect of the Term Loan to Note Holder as set forth on Exhibit A will represent payment in full and satisfaction of such Obligations.

2.4.If indicated on Exhibit A, the Refinanced Term Loan shall be refinanced and the affected Note Holder shall become a party to a loan agreement and related guaranty and security documents dated as of the Conversion Date and entered into among Grede II, Grede LLC, and Grede Wisconsin Subsidiaries LLC, as borrowers; Parent and certain subsidiaries of Grede II, as guarantors; each Citation Debt Holder that will hold a Refinanced Term Loan; and General Electric Capital Corporation (“GECC”), as administrative agent. GECC, as administrative agent for each Citation Debt Holder that will hold a Refinanced Term Loan, will enter into that certain Intercreditor Agreement dated as of the Conversion Date with the agent under Grede LLC and Grede II’s new revolving credit facility.

2.5.To the extent that any Obligations to Note Holder are to be paid off in cash under Section 2.3 of this Agreement: (a) effective on the Contribution Date upon receipt by Note Holder of a wire transfer in the amount set forth in Exhibit A, (i) the Term Loan, Advance and/or Bankruptcy Note held by Note Holder, and all of the related Obligations to Note Holder, are hereby automatically deemed to be fully paid, satisfied, cancelled and void without any further action or documentation required; (ii) the rights of Note Holder under the Term Loans, Advances and/or Bankruptcy Note shall, without further action required, terminate and be of no further force or effect; and (iii) Note Holder will promptly return upon request to Citation the original of any note held by Note Holder under the Credit Agreement, and hereby authorizes Citation to mark such document “paid in full” or “cancelled”, as may be appropriate; and (b) upon the consummation of the Transactions on the Conversion Date, (i) all of the security interests in and liens on any and all properties and assets of Citation and/or its affiliates, whether personal, real or mixed, or tangible or intangible (the “Collateral”), granted by or arising under the Credit Agreement and related agreements (the “Existing Liens”) shall be, without further action required, released and discharged; (ii) Citation and/or Agent may prepare and file such UCC termination statements as they may reasonably deem necessary or desirable in connection with the termination of the Existing Liens, without the signature of or any further action required from Existing Lender; (iii) Note Holder will cause Agent to promptly deliver to Citation any Collateral in its possession; and (iv) at the reasonable request of Citation or Agent, Note Holder will execute such additional documents, instruments and other writings, and take such other action, as Citation or Agent may reasonably require to evidence the release of the Existing Liens and otherwise carry out the terms of this Agreement.

2

3.Representations and Warranties.

3.1.Each Party represents and warrants that it has full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Each Party further represents and warrants that this Agreement has been duly executed and delivered by such Party, and, assuming the due execution hereof by each other Party, constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.

3.2.The Note Holder represents and warrants that the Obligations to such Note Holder under the Term Loan, Advance and/or Bankruptcy Note, as applicable, are as stated in the attached Exhibit A which is accurate and complete, and there are no other Obligations by Citation to such Note Holder under the Term Loan, Advance and/or Bankruptcy Note. The Note Holder further represents and warrants that, except for this Agreement, the Conversion Agreement and the Subscription Agreement (if any), it is not a party to any contract, agreement, commitment or understanding with respect to the transfer, disposition, repurchase, redemption or other acquisition of any Obligations.

3.3.The execution and delivery by the Note Holder of, and compliance by the Note Holder with, this Agreement does not violate or represent a breach of, or constitute a default under, any instrument governing the Note Holder, any law, regulation or order, or any agreement to which the Note Holder is a party or by which the Note Holder is bound.

4.Miscellaneous.

4.1.This Agreement is not transferable or assignable by Note Holder. This Agreement and the representations, warranties, declarations, acknowledgments and agreements contained herein shall be binding upon the heirs, executors, administrators and other successors of the Note Holder in accordance with its terms. Any reference in this Agreement to Citation shall include “Grede II LLC” (the name of Citation after its conversion to a Delaware limited liability company as contemplated by the Conversion Agreement).

4.2.This Agreement shall be governed by the laws of the State of Delaware without giving effect to any applicable principles of conflicts of law.

4.3.This Agreement, the Subscription Agreement (if any), and the Conversion Agreement constitute the entire agreement between the parties respecting the subject matter thereof.

4.4.Captions in this Agreement are for the convenience of reference only and shall not limit or otherwise affect the interpretation or effect of any term or provision hereof.

4.5.This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts will, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

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4.6.The invalidity or unenforceability of any one provision of this Agreement will not affect the validity of any other provision, and all other provisions will remain in full force and effect.

[Signature and Information Pages Follow]

4

SIGNATURE PAGE TO

AGREEMENT REGARDING NOTES

IN WITNESS WHEREOF, the parties have executed this Agreement Regarding Notes as of the date first written above.

[insert Note Holder name]
By:
	Address:

5

SIGNATURE PAGE TO

AGREEMENT REGARDING NOTES

AGREED AND ACCEPTED BY:
GREDE HOLDINGS LLC
By:
	Douglas J. Grimm
	Its: President and Chief Executive Officer
CITATION CORPORATION
By:
	Douglas J. Grimm
	Its: President and Chief Executive Officer

6

EXHIBIT A

DISPOSITION OF OBLIGATIONS

[Insert line from Schedule 2 of Conversion Agreement relating to the Note Holder signatory hereto]

7

SUBSCRIPTION AGREEMENT

GREDE HOLDINGS LLC

THIS SUBSCRIPTION AGREEMENT (“Agreement”), dated as of February 4, 2010, is entered into between Grede Holdings LLC, a Delaware limited liability company (the “Parent” and “Subscriber”) and Citation Corporation, a Delaware corporation (“Citation”).

1.Background. Citation and the holders of all of the issued and outstanding capital stock of Citation, the holders of certain debt obligations of Citation, Wayzata Opportunities Fund II, L.P., TCW Shop IV Subsidiary Investment (Grede), Inc., and Parent have entered into that certain Conversion and Contribution Agreement and Stockholder Consent dated as of February 4, 2010 (the “Conversion Agreement”., Capitalized terms not defined in this Agreement have the meaning stated under the Conversion Agreement. As contemplated by the Conversion Agreement, the Subscriber is subscribing for common stock of Citation (“New Citation Stock”) which shall be converted into membership units of Grede II (the “Grede II Units”), all pursuant to the terms and conditions of this Agreement and the Conversion Agreement.

2.New Citation Stock Subscription. Upon execution of this Agreement and pursuant to Section 1.3 of the Conversion Agreement, the Subscriber hereby subscribes for and purchases the number of shares of New Citation Stock set forth on Exhibit A hereto and in exchange for tender by the Subscriber of the consideration described on Exhibit A hereto and under Section 1.3 of the Conversion Agreement. Effective upon the Contribution Date and the receipt by Citation of the consideration described in Exhibit A, Citation hereby issues the New Citation Stock to Subscriber. Subscriber acknowledges and agrees that the New Citation Stock issued to Subscriber hereunder will be duly noted on Citation’s corporate records, but that a new stock certificate for the New Citation Stock will not be issued to Subscriber. Effective upon the date and time set forth in Section 2.2.2 of the Conversion Agreement, the New Citation Stock issued to Subscriber hereunder will be converted into Grede II Units.

[Signature Page Follows]

SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

FOR CITATION CORPORATION

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date first written above.

		GREDE HOLDINGS LLC
		By:
			Douglas J. Grimm
			Its: President and Chief Executive Officer
SUBSCRIPTION ACCEPTED BY:
CITATION CORPORATION
By:
	Douglas J. Grimm
	Its: President and Chief Executive Officer

2

EXHIBIT A

CONTRIBUTION FOR NEW CITATION STOCK

Aggregate Number of Shares of New Citation Stock:               

Consideration: Cash contribution to Citation equal to $                        .

3

EX-3.104

Exhibit 3.104

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:16 AM 01/07/2010

FILED 11:09 AM 01/07/2010

SRV 100017021 - 4774349 FILE

CERTIFICATE OF FORMATION

OF

GREDE HOLDINGS LLC

1.The name of the limited liability company is: Grede Holdings LLC.

2.The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 6th day of January, 2010.

/s/ Timothy J. Scallen

Timothy J. Scallen, Authorized Person

EX-3.105

Exhibit 3.105

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

GREDE HOLDINGS LLC

Effective as of February 3, 2010

TABLE OF CONTENTS

			Page
ARTICLE 1 NAME AND FORMATION OF COMPANY			1
	1.1	FORMATION	1
	1.2	NAME	2
	1.3	EXISTENCE	2
	1.4	REGISTERED AGENT AND OFFICE	2
	1.5	QUALIFICATION	2
	1.6	NO STATE LAW PARTNERSHIP	2
	1.7	RATIFICATION OF CERTAIN PRIOR ACTIONS	2
ARTICLE 2 DEFINITIONS			2
	2.1	DEFINITIONS	2
ARTICLE 3 PURPOSES AND POWERS OF THE COMPANY			9
	3.1	PURPOSES	9
	3.2	Powers	9
ARTICLE 4 MANAGEMENT OF THE COMPANY			9
	4.1	RIGHTS AND POWERS OF THE BOARD AND OFFICERS	9
	4.2	OFFICERS	11
	4.3	DUTIES OF THE BOARD AND OFFICERS	13
	4.4	MEETINGS OF BOARD	13
	4.5	CONVERSION TO CORPORATION	14
ARTICLE 5 UNITS AND MEMBERS			16
	5.1	UNITS	16
	5.2	POWER OF MEMBERS; NO AGENCY OR AUTHORITY	16
	5.3	ACTIONS AND MEETINGS OF THE MEMBERS	16
	5.4	POWER OF ATTORNEY	17
ARTICLE 6 ISSUANCE OF ADDITIONAL UNITS			18
	6.1	ADDITIONAL UNITS	18
	6.2	EFFECT OF ADDITIONAL CONTRIBUTION	18
ARTICLE 7 CAPITAL ACCOUNTS AND CONTRIBUTIONS			18
	7.1	INITIAL CAPITAL CONTRIBUTIONS; CAPITAL OF THE COMPANY	18
	7.2	CAPITAL ACCOUNT	18
	7.3	RETURN OF CAPITAL CONTRIBUTIONS; INTEREST; LIABILITY	19
	7.4	LOANS	19
ARTICLE 8 ALLOCATIONS			19
	8.1	ALLOCATION OF NET INCOME AND NET LOSSES	19
	8.2	SPECIAL ALLOCATIONS	20
	8.3	CURATIVE ALLOCATIONS	21
	8.4	OTHER ALLOCATION RULES	21
	8.5	TAX ALLOCATION: CODE SECTION 704(C)	21
ARTICLE 9 DISTRIBUTIONS			22
	9.1	DISTRIBUTIONS	22
	9.2	TAX ADVANCES	22
	9.3	GENERAL LIMITATION ON DISTRIBUTIONS	22

ARTICLE 10 ASSIGNMENT OR TERMINATION OF MEMBERSHIP INTEREST			23
	10.1	PROHIBITION ON TRANSFER GENERALLY	23
	10.2	RIGHTS OF ASSIGNEES OF MEMBERSHIP INTEREST	23
	10.3	TRANSFER DURING TAXABLE YEAR	23
	10.4	FURTHER RESTRICTIONS ON TRANSFER	24
ARTICLE 11 PARTITION; WITHDRAWAL			24
	11.1	VOLUNTARY WITHDRAWAL OR RESIGNATION	24
ARTICLE 12 LIABILITY, EXCULPATION AND INDEMNIFICATION			24
	12.1	LIABILITY	24
	12.2	EXCULPATION	24
	12.3	WAIVER OF CERTAIN DUTIES AND LIABILITIES	25
	12.4	INDEMNIFICATION	25
	12.5	EXPENSES	26
	12.6	RENUNCIATION OF CORPORATE OPPORTUNITIES; NO EXPANSION OF DUTIES	26
	12.7	INTERESTED TRANSACTIONS	27
	12.8	NO EFFECT UPON LENDING RELATIONSHIPS	28
ARTICLE 13 ADMISSION OF MEMBERS			28
	13.1	ADMISSION OF SUBSTITUTED AND ADDITIONAL MEMBERS FOLLOWING A TRANSFER	28
	13.2	ADMISSION OF OTHER ADDITIONAL MEMBERS	28
	13.3	FURTHER RESTRICTIONS ON ADMISSION	28
	13.4	COUNTERPART SIGNATURE PAGE	29
ARTICLE 14 ISSUANCE OF CERTIFICATES			29
	15.1	NO DISSOLUTION	30
	15.2	DISSOLUTION UPON SPECIFIC EVENTS	30
	15.3	WINDING UP	31
	15.4	NO DEFICIT CAPITAL ACCOUNT MAKEUP OBLIGATION	31
	15.5	LIMITATIONS ON RIGHTS OF MEMBERS	31
	15.6	CERTIFICATE OF CANCELLATION	32
ARTICLE 16 FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS			32
	16.1	BOOKS AND RECORDS	32
	16.2	TAX INFORMATION	32
	16.3	ELECTIONS	32
	16.4	TAX MATTERS PARTNER	32
ARTICLE 17 AMENDMENTS			32
	17.1	AMENDMENTS	32
ARTICLE 18 MISCELLANEOUS PROVISIONS			33
	18.1	NOTICES	33
	18.2	CONFIDENTIALITY	33
	18.3	ENTIRE AGREEMENT	34
	18.4	FURTHER ASSURANCES	34
	18.5	PARTIAL INVALIDITY	35
	18.6	WAIVERS	35
	18.7	BINDING EFFECT; ASSIGNMENT; THIRD PARTY BENEFICIARIES	35
	18.8	RULES OF INTERPRETATION	35
	18.9	GOVERNING LAW	37
	18.10	CONSENT TO JURISDICTION	37
	18.11	WAIVER OF JURY TRIAL	37
	18.12	CUMULATIVE REMEDIES	37

ii

18.13	RECOVERY OF EXPENSES	37
18.14	COUNTERPARTS	37

Schedule 1Membership Interests

Schedule 2Initial Managers and Officers

Exhibit ACounterpart Signature Page

iii

EXECUTION VERSION

GREDE HOLDINGS LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT of Grede Holdings LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of February 3, 2010, by and among (i) Grede Holdings LLC, a Delaware limited liability company (the “Company”); (ii) those persons shown on Schedule 1 hereto or on the Company’s records as holding Units as of the effective date hereof (with the other members of the Company hereinafter collectively called “Members” and individually called a “Member”), and (iii) solely for purposes of Section 4.5 hereof, the Indirect Member (as defined herein).

RECITALS

A.The Act (as hereinafter defined) authorizes an agreement among the members of a limited liability company.

B.Reference is made to that certain Conversion and Contribution Agreement and Stockholder Consent dated as of February 4, 2010 by and among Citation Corporation, a Delaware corporation, the holders of all of the issued and outstanding capital stock of Citation Corporation, a Delaware corporation, as set forth in Schedule 1 thereto, the holders of certain debt obligations of Citation Corporation, a Delaware corporation, as set forth in Schedule 2 thereto, Wayzata II and the Company (the “Conversion and Contribution Agreement”).

C.Pursuant to the terms of the Conversion and Contribution Agreement, the Members purchased Units, and the Company issued such Units, as of the date of the Conversion and Contribution Agreement.

D.The Indirect Member is the sole stockholder of the Blocker Corp.

E.The Members and the Company desire to enter into this Agreement effective as of February 3, 2010, in order to set forth certain matters relating to the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

NAME AND FORMATION OF COMPANY

1.1Formation. The Company was formed upon the filing of its certificate of formation with the Delaware Secretary of State by an “authorized person” for such purpose within the meaning of the Act. The preparation, execution and filing of the certificate of formation of the Company are hereby authorized and ratified in all respects. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the effective date hereof.

1.2Name. The name of the Company is Grede Holdings LLC. The business of the Company may be conducted under any other name or names that the Board deems advisable.

1.3Existence. The Company shall have perpetual existence, unless dissolved in accordance with the provisions of this Agreement. The existence of the Company shall continue until the cancellation of the Certificate of Formation of the Company in the manner required by Section 18-203 of the Act.

1.4Registered Agent and Office. The Company’s registered agent and office in Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board may designate another registered agent and/or registered office at any time.

1.5Qualification. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board shall authorize an Officer, or any other person as an authorized person within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding the foregoing, the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Members under the Act or this Agreement.

1.6No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be an agent, partner or joint venturer of any other Member for any purposes other than federal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

1.7Ratification of Certain Prior Actions. Each Member confirms, ratifies, adopts and approves the appointment and designation of each Manager and Officer listed on Schedule 2 hereof effective as of the effective date of this Agreement, and each Member further confirms, ratifies, adopts and approves any and all prior actions taken by, or resolutions of, any such Manager or Officer on or prior to the effective date of this Agreement.

ARTICLE 2

DEFINITIONS

2.1Definitions. The terms defined in this Article 2 (except as may be otherwise expressly provided in this Agreement or unless the context otherwise requires) shall, for all purposes of this Agreement, have the following respective meanings:

“Act” means the Delaware Limited Liability Company Act contained in Delaware Statutes 6 Del.C. § 18-101 et seq.

2

“Additional Member” means a Person admitted to the Company as an additional member of the Company pursuant to Section 13.1 or 13.2 and shown as a Member on the books and records of the Company.

“Adjusted Capital Account Deficit” for a Member means the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a)credit to such Capital Account any amounts that such Member is obligated to restore pursuant to any provision of this Agreement or the Act or is deemed obligated to restore pursuant to Treasury Regulation Section 1.704-2(g) and (i); and

(b)debit to such Capital Account the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” of any Person means any entity directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Limited Liability Company Agreement as hereafter amended from time to time, including any schedules to this Agreement.

“Blocker Corp.” means GSC RIII - Grede Corp.

“Blocker Stock” means the GSC Blocker Stock.

“Board” has the meaning set forth in Section 4.1(b).

“Breaching Party” has the meaning set forth in Section 18.13.

“Capital Account” means the account of a Member that is maintained in accordance with the provisions of Section 7.2.

“Capital Contribution” means, with respect to any Member as of any date, the sum of the amounts of money, promissory notes, and the agreed value of other property that such Member has contributed to the capital of the Company pursuant to Article 7 through such date. The agreed value of any Capital Contribution made in property other than money shall be the fair market value, net of liabilities assumed or taken subject to by the Company, of the contributed property determined by the Board in good faith.

“Certificate” or “Certificates” has the meaning set forth in Section 14.1.

“Closing Date Agreements” means this Agreement, the Conversion and Contribution Agreement, the Securityholders Agreement, the Registration Rights Agreement by and among the Company and its members dated as of February 4, 2010, and any other agreement or

3

instrument related to this Agreement to which the Company is a party entered into on or about the effective date hereof.

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

“Company” means Grede Holdings LLC, a Delaware limited liability company.

“Competing Businesses” has the meaning set forth in Section 12.6.

“Confidential Information” has the meaning set forth in Section 18.2.

“Conversion” has the meaning set forth in Section-4.5.

“Conversion and Contribution Agreement” has the meaning set forth in the Recitals hereto.

“Covered Person” means a Member, a Manager, an Officer, any Affiliate of a Member or a Manager, any shareholders, members, partners, employees, directors, officers, managers, representatives or agents of a Member or a Manager or their respective Affiliates, or any employee or agent of the Company or its Affiliates. The term “Covered Person” specifically includes any of the foregoing Persons with respect to actions taken by any of them pursuant to the Predecessor Agreement.

“Depreciation” means, for each fiscal year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such fiscal year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such fiscal year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such fiscal year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such fiscal year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

“Dissolution Event” has the meaning set forth in Section 15.2.

“Distribution” means any distribution to the Members in their capacity as Members of cash or other assets of the Company made from time to time pursuant to the provisions of this Agreement.

“GSC Blocker Stock” means the 1,500 shares of capital stock of GSC RIII - Grede Corp. outstanding on the effective date hereof (adjusted accordingly for splits, combinations or similar adjustments occurring after the effective date hereof).

“GSC Indirect Member” means GSC Recovery III Asset Trust, a trust established under the laws of the State of Delaware.

4

“GSC Party” means (i) GSC RIII - Grede Corp. and GSC RIII Parallel - Grede, LLC; and (ii) solely with respect to Section 4.1(b), an Affiliate of the GSC Parties to whom Units are transferred pursuant to clause (iii) of the definition of Permitted Transfer (as defined in the Securityholders Agreement). “GSC Parties” means, collectively, each GSC Party.

“GSC RIII - Grede Corp.” means GSC RIII- Grede Corp., a Delaware corporation.

“GSC RIII Parallel - Grede, LLC” means GSC RIII Parallel - Grede, LLC, a Delaware limited liability company.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Board in good faith;

(b)the Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Board in good faith, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the Distribution by the Company of more than a de minimis amount of property as consideration for an interest in the Company; (iii) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (iv) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c)the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of Distribution as determined by the Board in good faith; and

(d)the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent the Board determines that an adjustment pursuant to paragraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

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If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraph (a), (b), or (d) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income or Net Losses.

“Indemnified Costs” has the meaning set forth in Section 12.4.

“Indirect Member” means the GSC Indirect Member.

“Initial Capital Contribution” of a Member means the Capital Contribution such Member is obligated to make to the Company upon execution of this Agreement as set forth in Section 7.1 and Schedule 1.

“Initial Members” has the meaning set forth in the Recitals hereto.

“Institutional Members” means Wayzata II; GSC RIII - Grede Corp.; and GSC RIII Parallel - Grede, LLC.

“Losses” has the meaning set forth in Section 12.2(a).

“Majority GSC Holders” means the holder or holders of a majority of the Units held by the GSC Parties.

“Majority Wayzata Holders” means the holder or holders of a majority of the Units held by the Wayzata Parties (as defined and designated under the Securityholders Agreement).

“Manager” means a Person elected, appointed, or otherwise designated as a Manager by the Members in accordance with Section 4.1. A Person elected, appointed or otherwise designated as a Manager pursuant to this Agreement shall be deemed to be a “manager” within the meaning of the Act.

“Member” means any Person that is or becomes a member of the Company and is or becomes a party to this Agreement, including any Person admitted as an Additional Member or a Substituted Member pursuant to the provisions of this Agreement. The Members shall be identified on Schedule 1 hereto or otherwise on the Company’s records, which Schedule shall be amended from time to time to reflect changes in the Members.

“Membership Interest” means a Member’s entire interest in the Company, including the Member’s right to share in Net Income, Net Losses and Distributions as provided herein and such Member’s right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement and the Act. The nature and quantification of the Member’s Membership Interest is determined by the number of Units held by such Member.

“Minimum Gain” means an amount determined (in accordance with Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) by computing, with respect to each nonrecourse

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liability of the Company, the amount of gain the Company would realize if it disposed of the Company property subject to that liability for no consideration other than full satisfaction of the liability, and then by aggregating the amounts so computed.

“Net Cash Flow” means the net cash realized by the Company from any source, including from operations; provided, however, that in no event shall a determination of Net Cash Flow be made that would violate the terms of any present or future agreement of the Company with any bank, trust company, Insurance company or other financial institution or any Subsidiary or Affiliate of any of the foregoing relating to indebtedness of the Company or any of its Subsidiaries.

“Net Income” or “Net Losses” means, for each fiscal year, an amount equal to the Company’s taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be added to such taxable income or loss;

(b)Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;

(c)If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (a), (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Losses;

(d)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year;

(f)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a Distribution other than in liquidation of a Member’s Membership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the

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basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Losses; and

(g)Any items that are specially allocated pursuant to Section 8.2 or 8.3 shall not be taken into account in computing Net Income or Net Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 8.2 or 8.3 shall be determined by applying rules analogous to those set forth in parts (a) through (g) of this definition.

“New Members” has the meaning set forth in the Recitals hereto.

“Officers” has the meaning set forth in Section 4.2(a).

“Original GSC Units” means collectively the 29,248 Units issued to the GSC Parties pursuant to the Conversion and Contribution Agreement (adjusted accordingly for splits, combinations or similar adjustments occurring after the effective date hereof).

“Other Liabilities” has the meaning set forth in clause (5) of Section 4.5(b)(i),

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Predecessor Agreement” has the meaning set form in the Recitals hereto.

“Public Vehicle” has the meaning set forth in Section 4.5.

“Regulatory Allocations” has the meaning set forth in Section 8.3.

“Securityholders Agreement” means the Securityholders Agreement dated as of February 4, 2010 by and among the Company and its Members, and also includes any agreement entered into after the date thereof between or among the Company and any one or more of the Members relating to rights or obligations of such Members in their capacity as Members (and not in their capacity as a Manager, Officer, employee or otherwise).

“Subsidiary” or “Subsidiaries” means any corporation, limited liability company, general or limited partnership or other entity, at least 50% of the equity interest of which is owned (a) by the Company or (b)by a corporation, limited liability company, general or limited partnership or other entity that is a direct or indirect Subsidiary of the Company.

“Substituted Member” means a Person who is admitted as a Member pursuant to Section 13.1 in place of and with all the rights of a Member and who is shown as a Member on the books and records of the Company.

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“Transfer” has the meaning set forth in Section 10.1.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Unit” means a unit representing a proportionate interest in the Company. Except as specifically set forth herein, each Unit of the Company shall have equal rights and preferences. A Member’s Units shall constitute such Member’s entire interest in the Company and shall include such Member’s “limited liability company interest” under the Act. The number of Units allocated to each Member is as set forth on Schedule 1 or the records of the Company as amended from time to time. Except as may be otherwise specifically set forth herein, no change in the Capital Account of a Member shall affect the number of Units to which such Member is entitled.

“Unpaid Taxes” has the meaning set forth in clause (5) of Section 4.5(b)(i).

“Wayzata II” means Wayzata Opportunities Fund II, L.P., a Delaware limited partnership.

ARTICLE 3

PURPOSES AND POWERS OF THE COMPANY

3.1Purposes. The purposes of the Company and the business to be carried on and the objectives to be effected by it are to engage in any lawful business, any act or activity that may be necessary or appropriate in connection with or incidental to the foregoing, or any other activity permitted under the Act.

3.2Powers. The Company shall have the powers set forth in this Agreement and the Act, including Section 18-106(b) of the Act, which powers shall include, in all events, the power to borrow money, sell, mortgage, convey, pledge or lease property owned by the Company, purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal with real and personal property; and to make contracts, appoint agents and attorneys-in-fact, create corporations or other entities owned by the Company and to undertake any and all other lawful activities as may be required to carry on its business.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1Rights and Powers of the Board and Officers.

(a)Power. All management powers over the business and affairs of the Company shall be exclusively vested in the Board other than actions with respect to which the approval of certain of the Members is specifically provided for by this Agreement, including without limitation Section 5.2, or by non-waivable provisions of the Act. The Board may delegate certain powers and associated duties, including responsibility for management of day-to-day operations, to Officers pursuant to Section 4.2.

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(b)Size and Election: Resignation and Removal. Except as set forth below in this Section 4.1(b), the size of the Board of Managers (the “Board”) shall be fixed at five Managers, unless increased or decreased by the Members or the Board; provided, however, that if the Board is increased from five to seven members and both positions are filled, one of the two new positions must be filled by an independent director; provided further, however, that any increase in the size of the Board beyond seven members shall be subject to Section 7.1(p) of the Securityholders Agreement. Three Managers shall be elected by written consent of the Majority Wayzata Holders. One Manager shall be elected by written consent of the Majority. GSC Holders. The remaining Manager shall be elected by the Members; provided, however, that for so long as Douglas Grimm is serving as the Chief Executive Officer of the Company, Mr. Grimm shall serve as the fifth Manager. Subject to Section 7.1(p) of the Securityholders Agreement, the Board may also elect additional Managers by action under Section 4.4. Each Manager shall remain a Manager until his or her successor is elected by the Member or Members who elected such Manager (or by the Board if such Manager was elected by the Board) or his or her earlier death, resignation or removal in accordance with the following sentence. Any Manager may resign at any time upon written notice to the other Managers, and any Manager may be removed from such position by the Member or Members who elected such Manager (or by the Board if such Manager was elected by the Board) at any time, with or without cause. Notwithstanding any provision of this Agreement to the contrary, the right of the Majority GSC Holders to elect a Manager (i) is personal to the GSC Parties and may not be Transferred or assigned by any GSC Party, in whole or in part, pursuant to the Transfer of Units or otherwise, except for a Permitted Transfer (as defined in the Securityholders Agreement) to an investment fund entity or general partner entity that is an Affiliate of the GSC Parties in accordance with the terms of the Securityholders Agreement, and (ii) shall continue only so long as the GSC Parties hold at least 90% of the Original GSC Units. If at any time the Majority GSC Holders no longer have the right to elect a Manager, then the Manager who was previously elected by the Majority GSC Holders may be removed by the Members and the Members may elect a Manager to replace such Manager.

(c)Required Approval. Except as specifically provided otherwise in this Agreement or by non-waivable provisions of the Act, any action taken by the Board may only be taken with the approval, at a duly called meeting, of a majority of the Managers.

(d)Committees. The Board may establish one or more committees, which shall be comprised solely of Managers, and delegate authority to such committees as the Board deems advisable. The Manager elected by the Majority GSC Holders shall be entitled to be a member of any such committee if such Manager so elects at the time such committee is established. Except as specifically provided otherwise in this Agreement, any action taken by a Board committee may only be taken with the approval, at a duly called meeting, of a majority of such committee members.

(e)Expenses. The Company shall reimburse each Manager for all reasonable out-of-pocket expenses incurred in connection with his duties as a Manager or committee member.

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(f)No Agency or Authority. No Manager is an agent of the Company solely by virtue of being a Manager, and unless expressly authorized to do so by the Board, no Manager has the authority to act for or to bind the Company solely by virtue of being a Manager. Any Manager who takes any action or purports or attempts to bind the Company in violation of this Section 4.1(f) shall be solely responsible for any loss and/or expense incurred by the Company as a result of such unauthorized action, and such Manager shall indemnify and hold harmless the Company with respect to such loss and/or expense.

(g)Subsidiary Boards. The composition of the board of directors or board of managers, as applicable, of each Subsidiary of the Company (together, the “Sub Board(s)”), and the director or manager (as applicable) removal and vacancy filling provisions with respect to the Sub Boards, shall be the same as that of the Board, unless otherwise determined by the Board.

4.2Officers.

(a)General. The Board may designate employees of the Company or other individuals as officers of the Company (the “Officers”) as it deems advisable to carry on the business of the Company and may assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary, Chief Financial Officer and Treasurer) to any such person. The Chairman of the Board, if one is designated by the Board, shall only be an Officer of the Company if so determined by the Board when designating such Officer. Unless otherwise determined by the Board and except as set forth in Section 4.2(b) below, if the title of an Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated wife that office. Any two or more offices may be held by the same person. New offices may be created and filled by the Board (and such offices shall be effective without any amendment to the Certificate of Formation of the Company), Each Officer shall hold office until his successor is designated by the Board or until his earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Company and the Board. Subject to Section 7.1(m) of the Securityholders Agreement, any Officer may be removed by the Board (excluding the Person being considered) at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal or otherwise may be filled by the Board. Any designation of Officers, a description of any duties delegated to such Officers feat is different than feat set forth in this Agreement, and any removal of such Officers, shall only be as approved by the Board. The Officers are not “managers” (within the meaning of the Act) of the Company. The Board may delegate any or all of the power and authority delegated to it to one or more of such Officers subject to the right of the Board to modify or withdraw any or all of any such delegation. The Officers of the Company as of the date of this Agreement shall be the Persons so designated on Schedule 2.

(b)Limitation on Authority. Notwithstanding any provision of this Agreement to the contrary, and without limiting the actions of the Company that shall require the approval of the Board, the Company shall not be authorized to take any of the following actions, and no Officer shall have the power to bind the Company, with respect to the following actions, unless approved

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by the Board (either specifically or by a general delegation of authority) and not in violation of the terms of any Securityholders Agreement:

(i)amend either the Company’s Certificate of Formation or this Agreement;

(ii)take any act which would make it impossible for the Company to carry on its business in the ordinary course;

(iii)convert the Company to a corporation, partnership or any other entity form;

(iv)conduct any business other than the business conducted by the Company as of the effective date hereof;

(v)dissolve or liquidate the Company;

(vi)form any subsidiary or establish any joint venture, partnership, or other form of business entity;

(vii)issue any Units or admit additional Members to the Company;

(viii)declare or make any Distribution with respect to the Units or redeem, repurchase or otherwise acquire any Units;

(ix)sell, transfer or dispose of all or substantially all of the Company’s business or assets, or merge, consolidate or otherwise combine the Company with another Person, or enter into any agreement to do any of the foregoing;

(x)acquire any other business or entity;

(xi)incur any indebtedness;

(xii)make any loan or advance other than for the purpose of advancing normal trade credit or create, incur, assume or suffer to exist any material lien or encumbrance on any of the Company’s properties or assets;

(xiii)purchase or dispose of any interest in real estate or other assets of the Company, excluding sales of products in the ordinary course of business;

(xiv)enter into any agreement, contract or commitment;

(xv)authorize or cause the Company, or authorize, cause or allow any Subsidiary, to enter into, or amend, modify or grant any waiver or approval with respect to, any transaction or agreement of any kind whatsoever with any Member or any Affiliate of any Member;

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(xvi)enter into, or change the terms of, any agreement between the Company or any of its Subsidiaries and any senior executive of the Company;

(xvii)initiate any litigation or arbitration; or

(xviii)designate the Company’s auditors for the ensuing fiscal year.

4.3Duties of the Board and Officers. The Board and Officers shall take all actions with respect to the conduct of the Company’s business in accordance with the provisions of this Agreement, applicable law and the terms of the Securityholders Agreement. Officers shall be subject to the same fiduciary duties as an officer of a business corporation formed under the Delaware General Corporation Law. The duties of the Managers shall be as limited in Section 12.3.

4.4Meetings of Board.

(a)Place. The Board and each Board committee may hold meetings in such place or places in the State of Delaware or outside the State of Delaware as determined by the Managers calling the meeting as set forth in Section 4.4(b) below.

(b)Time and Notice. Meetings of the Board or a Board committee shall be held whenever called by at least two Managers; provided, however, that there must be at least four meetings of the Board in each full calendar year after the effective date hereof; provided further, however, that the Manager elected by the Majority GSC Holders shall be entitled to call one additional meeting of the Board during each calendar year after the effective date hereof. Notice of the day, hour and place of holding of each meeting of the Board or any meeting of a Board committee shall be given to each Manager or committee member in accordance with Section 18.1 at least 72 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Manager or committee member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Manager if a written waiver of notice is given by such Manager before or after such meeting and the presence of any Manager at a meeting in person or telephonically shall constitute waiver of notice.

(c)Quorum. A quorum for the transaction of business by the Board shall consist of a majority of the Managers and a quorum for the transaction of business by a Board committee shall consist of a majority of such committee members.

(d)Presence and Proxy. Any Manager may participate in any meeting of the Board or a Board 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 shall constitute presence in person at such meeting. Any Manager may participate in any meeting either in person or by proxy.

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(e)Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Managers. Any action required or permitted to be taken at any meeting of a Board committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of such committee members; provided, however, such written consent must be delivered to all Managers prior to the effective date of such written consent. Prompt notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Managers who have not consented in writing. All such writings shall be filed with the minutes of proceedings of the Board or Board committee, as the case may be. The requirements of this paragraph shall not be deemed to amend the voting provisions applicable to actions taken at a meeting.

4.5Conversion to Corporation.

(a)At any time, in connection with an initial public offering of the Company’s securities, the Board shall have the power and authority to, and shall, effect (a) the conversion of the Company’s business form from a limited liability company to a Delaware corporation, (b) the merger of the Company with or into a new or previously-established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those associated with its formation and initial capitalization, or (c) the contribution of the assets and liabilities of the Company to a Delaware corporation in exchange for one or more classes of common stock in such corporation, followed by a liquidation of the Company and a distribution of such corporation’s common stock to the Members (such a conversion, merger or liquidation is referred to as a “Conversion” and such Delaware corporation is referred to as the “Public Vehicle”). In connection with a Conversion, the Units held by each Member shall be converted into or exchanged for a number of shares of the Public Vehicle’s capital stock based on the then fair market value of the Company (determined by reference to the actual offering price of the Public Vehicle’s common stock and the number and classes of shares of capital stock to be outstanding after such offering). As long as such decision satisfies the requirements of the foregoing sentence, the Board’s determination of the number of shares of the Public Vehicle’s capital stock that each Member receives upon a Conversion shall be final and binding on the Members absent manifest arithmetic error. The Board shall use reasonable efforts to undertake any Conversion in such manner as would provide for no gain or loss to be recognized by the Members solely as a result of the Conversion.

(b)Notwithstanding any provision of Section 4.5(a) to the contrary, in lieu of a Blocker Corp. receiving shares of capital stock of the Public Vehicle in exchange for its Units, an Indirect Member may transfer the Blocker Stock to the Public Vehicle in exchange for the number of shares that Blocker Corp. would otherwise have received in the Conversion, and the Company shall use commercially reasonable best efforts to structure such exchange so as to qualify for tax-free treatment under Section 351 of the Code, if and only if, prior to the transfer of its Blocker Stock as set forth in this Section 4.5(b), the Indirect Member has not breached the provisions of Section 4.5(c) hereof and all of the conditions set forth in clauses (i) and (ii) below are met:

(i)The Indirect Member shall represent and warrant to the Public Vehicle in writing that:

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(1)the Blocker Corp. was created as a single purpose entity taxed as a corporation under the laws of one of the states of the United States and is in good standing under its jurisdiction of organization;

(2)other than the ownership of certain Citation debt as described in the recitals of the Conversion and Contribution agreement and the subsequent equity conversion of such debt, the Blocker Corp.’s sole activity since its inception has consisted of owning the Units;

(3)other than the ownership of certain Citation debt as described in the recitals of the Conversion and Contribution agreement and the subsequent equity conversion of such debt, the Blocker Corp.’s sole assets consist of, and have since its inception consisted of, its corporate records, the Units, and cash or cash equivalents or property distributed to Blocker Corp. as an in-kind distribution, in each case, derived from owning the Units;

(4)the Blocker Corp. has timely filed (or has filed and has paid all assessed penalties and interest), including extensions thereof, all material federal, foreign, state and local tax returns required to be filed by or with respect to the Blocker Corp. prior to the date on which the Blocker Stock is transferred to the Public Vehicle pursuant to Section 4.5(b), and the Blocker Corp. has paid in full or accrued for all income and other taxes, and any interest or penalties with respect thereto shown to be due on such tax returns;

(5)the Blocker Corp.’s sole liabilities consist of such taxes, interest, and penalties resulting from the ownership of the Units or the consummation of the transactions contemplated by Sections 4.5(b) (the “Unpaid Taxes”) or obligations under this Agreement, the Securityholders Agreement or those immaterial liabilities incidental to the preparation of any tax returns and other corporate records and the maintenance of the Blocker Corp. as a Delaware corporation (collectively, the “Other Liabilities”);

(6)the Blocker Stock represents all of the issued, outstanding and authorized securities of the Blocker Corp.; and

(7)the Indirect Member will provide the Company or the Public Vehicle with access to the corporate records, financial statements, tax returns and other documents of the Blocker Corp. reasonably requested by the Company or the Public Vehicle.

(ii)The Indirect Member shall covenant and agree in writing to indemnify, defend and hold the Company, the Public Vehicle and each Member harmless from and against (1) any Unpaid Taxes (but only to the extent such Unpaid Taxes are attributable to time periods prior to the Conversion) and any Other Liabilities, and (2) all liabilities, damages, losses, obligations, actions and similar amounts (and all amounts paid in investigation, defense or settlement of such amounts) resulting from or arising out of a breach of any of the representations, warranties, covenants, or agreements made by Indirect Member pursuant to Sections 4.5(b) and (c).

(c)Each Indirect Member covenants and agrees to make available to the Company and the Public Vehicle, from time to time, (I) all information, records, or documents of the Blocker Corp. relating to taxes for all taxable periods or portions thereof from the date of the Blocker

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Corp.’s incorporation and ending on the date on which the Blocker Stock is transferred to the Public Vehicle pursuant to this Section 4.5, and (2) all financial statements and related information of the Blocker Corp. for the same period referenced in clause (1), and the Indirect Member further covenants and agrees to preserve all such information, records, and documents and to deliver all such information, records, and documents to the Public Vehicle upon the consummation of the transfer of the Blocker Stock by the Indirect Member to the Public Vehicle pursuant to this Section 4.5.

ARTICLE 5

UNITS AND MEMBERS

5.1Units.

(a)Description. The Membership Interests in the Company shall initially consist of Units that may be evidenced by Certificates as set forth in Article 14.

(b)Distributions. Distributions on Units shall be made in accordance with Articles 9 and 15.

(c)Voting. The Members shall be entitled to vote under this Agreement or as required by the Act at the rate of one vote for each Unit, Notwithstanding anything herein to the contrary, only Members (and not transferees of Members who are not themselves admitted as a Member) shall have voting rights hereunder.

5.2Power of Members; No Agency or Authority. The Members shall have the power to exercise any and all rights or powers granted to the Members under the express terms of this Agreement or as otherwise required by the Act. Except as otherwise expressly provided in this Agreement, including without limitation, as set forth in the immediately following sentence, no Member shall take part in the operation or control of the business and affairs of the Company. Subject to obtaining any applicable consent pursuant to Section 8.5 of the Securityholders Agreement the Members holding at least a majority of the outstanding Units may approve any Transaction (as defined in the Securityholders Agreement) without any action of the Board. No Member is an agent of the Company solely by virtue of being a Member, and no Member has the authority to act for the Company solely by virtue of being a Member. Any Member who takes any action or purports or attempts to bind the Company in violation of this Section 5.2 shall be solely responsible for any loss and/or expense incurred by the Company, any Manager or any Member as a result of such unauthorized action, and such Member shall indemnify and hold harmless the Company, each Manager and each other Member with respect to such loss and/or expense.

5.3Actions and Meetings of the Members.

(a)Required Vote. Except as set forth in the Securityholders Agreement or in Section 5.3(f), any action of the Members required by the Act, or required or permitted by the terms of this Agreement to be taken by the Members, shall be taken by the Member or Members holding a majority of the outstanding Units.

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(b)Place. The Members may, but shall not be required to, hold meetings in such place or places in the State of Delaware or outside the State of Delaware as the Managers shall determine from time to time.

(c)Time and Notice. Meetings of the Members shall be held whenever called by at least two Managers; provided, however, that the GSC Parties may collectively call one meeting of the Members during a calendar year. Notice of the day, hour and place of holding of each meeting of the Members shall be given to each Member in accordance with Section 18.1 at least five business days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Member if a written waiver of notice is given by such Member before or after such meeting, and the presence of any Member at a meeting in person or telephonically shall constitute waiver of notice.

(d)Quorum. A quorum for the transaction of business by the Members shall consist of the Members holding a majority of the outstanding Units.

(e)Presence and Proxy. Any Member may participate in any meeting of the Members 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 shall constitute presence in person at such meeting. Any Member may participate in any meeting either in person or by proxy.

(f)Written Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member or Members holding a majority of the outstanding Units. Reasonable notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing.

(g)No Other Voting Rights. No Members other than the Members shall have any right to participate in any meeting of the Members or to vote or take action with respect to any matters approved at a meeting of the Members or by written consent of the Members, including any merger or consolidation of the Company.

5.4Power of Attorney.

(a)Each of the Members hereby appoints each Manager as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and file:

(i)all amendments to the Certificate of Formation as may be required under the Act that are duly approved by the Members; and

(ii)any amendment to this Agreement duly approved as provided in Article 17 or Section 6.1.

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(b)The foregoing provisions granting a power of attorney shall be strictly construed.

(c)The power of attorney hereby granted by each of the Members (i) is conditioned upon prior approval of the subject matter thereof by the Board and/or the Members, if so required by the provisions of this Agreement, and (ii) is coupled with an interest, is irrevocable, and shall survive, and shall not be affected by, the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of such Member.

ARTICLE 6

ISSUANCE OF ADDITIONAL UNITS

6.1Additional Units. Subject to the terms of any Securityholders Agreement, the Company may issue additional Units, create additional classes of Units, and issue such Units, whether to existing Members or to third parties, in each case as approved by the Board. If additional Units are issued or if Units of additional classes are issued, the Board is further authorized to cause the Company to amend this Agreement to reflect any preferential rights to which the holders of additional classes are entitled and to amend Schedule 1 and/or the books and records of the Company. Notwithstanding anything set forth herein to the contrary, if this Agreement is amended to authorize Units that have a fixed liquidation preference over the other outstanding Units of the Company, the terms of such Units shall conform to the definition of “Preferred Unit” set forth in the Securityholders Agreement.

6.2Effect of Additional Contribution. Unless approved by the Members in accordance with the terms of this Agreement and the Securityholders Agreement, as applicable, no additional Capital Contribution by a Member (other than any Capital Contribution made at the time of and in connection with a Member’s purchase of additional Units) shall affect the number of Units to which such Member is entitled.

ARTICLE 7

CAPITAL ACCOUNTS AND CONTRIBUTIONS

7.1Initial Capital Contributions; Capital of the Company. The Initial Capital Contributions will be valued at the amounts specified on Schedule 1, which amounts shall be reflected as the opening Capital Account of each of the Members as of the effective date hereof. The capital of the Company shall be the aggregate amount of the Capital Contributions of the Members. No Member shall have any obligation to make any further Capital Contribution to the Company, In exchange for the Capital Contribution described herein, each Member shall receive the number of Units identified opposite its name on Schedule 1.

7.2Capital Account. A Capital Account shall be established for each Member and shall be maintained in accordance with Section 704 of the Code and the Treasury Regulations thereunder. Consistent with such Treasury Regulations, there shall be credited to each Member’s Capital Account (a) the amount of any cash or the Gross Asset Value of any property contributed by such Member to the capital of the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to), (b) such Member’s share of

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Net Income (as determined in accordance with Section 8.1), (c) any items of income or gain allocated to a Member pursuant to Section 8.2, and there shall be debited to each Member’s Capital Account, (d) the amount of any cash or the Gross Asset Value of any property distributed by the Company to such Member (net of any liabilities secured by such distributed property that the Member is deemed to assume or take subject to), (e) such Member’s share of Net Losses (as determined in accordance with Section 8.1), and (f) any items of loss or deduction allocated to such Member pursuant to Section 8.2. Any Member, including any Substituted Member or Additional Member, who receives any interest in the Company or whose Membership Interest is increased by means of the transfer to such Member of any interest in the Company from another Member shall have a Capital Account that has been appropriately adjusted to reflect such transfer.

7.3Return of Capital Contributions; Interest; Liability.

(a)Return of Capital Contributions. No Member shall be entitled to withdraw or receive the return of any part of its Capital Contribution or Capital Account or to receive any Distribution from the Company, except as provided in Articles 9 and 15.

(b)Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts.

(c)Liability. Except as specifically agreed otherwise by a Member, no Member shall be liable for any of the debts or obligations of the Company or be required to contribute any capital or lend any funds to the Company. Neither any Member nor any Manager shall be personally liable for the return of all or any part of a Member’s Capital Contribution or payment of any amounts allocated to it or credited to its Capital Account, which return or payment shall be made solely from, and to the extent of, the assets of the Company pursuant to the terms of this Agreement.

7.4Loans. Subject to the terms of any Securityholders Agreement, Members may make loans to the Company from time to time, as authorized by the Board. Any payment or transfer accepted by the Company from a Member that is not an agreed or required Capital Contribution shall be deemed a loan and shall neither be treated as a contribution to the capital of the Company for any purpose hereunder, nor entitle such Member (as such) to any increase in its share of the Net Income and Net Losses of the Company. Any such loans shall be repaid at such times and with such interest (at rates not to exceed the maximum permitted by law) as the Board and the lending Member shall reasonably agree.

ARTICLE 8

ALLOCATIONS

8.1Allocation of Net Income and Net Losses. The Net Income and Net Losses for any fiscal year or partial fiscal year shall be allocated among the Members in a manner such that the Capital Accounts of the Members are in proportion to their respective number of Units.

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8.2Special Allocations. Notwithstanding the provisions of Section 8.1, the following allocations of items of income, gain, loss or deduction shall be made:

(a)If in any taxable year there is a net decrease in the amount of the Company’s Minimum Gain, each Member shall be allocated items of income and gain for that year (and, if necessary, subsequent years) equal to that Member’s share of the net decrease in such Minimum Gain (within the meaning of Treasury Regulation Section 1.704-2(g)(2)). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(j). This Section 8.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2 and shall be interpreted consistently therewith.

(b)If, during any taxable year a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulation Section 1.704-1(b)(2)(ii)(d) the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 8.2(b) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations provided for in this Article 8 have been tentatively made as if this Section 8.2(b) were not in the Agreement. This Section 8.2(b) is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(c)If any Member has a deficit Capital Account at the end of any fiscal year that is in excess of the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.2(c) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 8 have been tentatively made as if Section 8.2(b) and this Section 8.2(c) were not in the Agreement.

(d)Nonrecourse deductions (as that term is defined in Treasury Regulation Section 1.704-2(b)(1) and 2(c)) for any fiscal year shall be specially allocated to the Members in proportion to their respective number of Units.

(e)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the

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Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

8.3Curative Allocations. The allocations set forth in Section 8.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. The Members intend that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 8.3. Therefore, notwithstanding any other provision of this Article 8 (other than the Regulatory Allocations), the Board shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 8.1. In exercising its discretion under this Section 8.3, the Board shall take into account future Regulatory Allocations under Section 8.2(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 8.2(c).

8.4Other Allocation Rules.

(a)For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

(b)Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits are in proportion to their respective Units.

(c)To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Board shall endeavor to treat Distributions of Net Cash Flow as having been made from the proceeds of a nonrecourse liability only to the extent that such Distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

8.5Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value. If the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (b) of the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made in a manner that reasonably reflects the purpose and intention of this

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Agreement and using any method selected by the Board from among those authorized by Code Section 704(c) and the Treasury Regulations thereunder. Allocations pursuant to this Section 8.5 are solely for the purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, other items, or Distributions pursuant to any provision of this Agreement.

ARTICLE 9

DISTRIBUTIONS

9.1Distributions. Except as provided in Section 9.2 (with respect to tax advances) and Section 15.3(c) (with respect to a Dissolution Event), Net Cash Flow may be, but shall not be required to be, distributed from time to time by action of the Board to the Members in proportion to their respective number of Units.

9.2Tax Advances. As soon as practicable after the close of each calendar quarter (but in no event less than 15 days after the end of such calendar quarter), the Board shall estimate the amount of the Company’s taxable income allocable to each Member for federal income tax purposes for the period beginning on the first day of the fiscal year through the end of such calendar quarter. Subject to the provisions of Section 9.3, the Company shall advance to the Members at such time an amount equal to the excess, if any, of (a) 46% of the Company’s taxable income estimated to be allocable to the Members from the beginning of the fiscal year containing such calendar quarter through the end of such calendar quarter over (b) the total Distributions pursuant to Section 9.1 or advances pursuant to Section 9.2 previously or contemporaneously made to the Members for the fiscal year containing such calendar quarter. All advances to Members pursuant to this Section 9.2 shall be made to the Members in proportion to their respective number of Units. The 46% rate assumed in the immediately preceding sentence may be adjusted by the Board to reflect changes in overall tax rates. If, pursuant to Section 9.3, the Company is unable to make all advances required by this Section 9.2 to be made in any given calendar quarter, then the advance to each Member shall be reduced in proportion to such Member’s respective number of Units. Subject to the provisions of Section 9.3, the amount of such reduction shall be advanced to each such Member in each succeeding calendar quarter until paid in full. All advances made to a Member pursuant to this Section 9.2 shall constitute an advance of amounts that otherwise would have been distributed to such Member at a later time pursuant to Section 9.1 or Section 15.3(c) and as such shall be governed by Section 9.1 or Section 15.3(c), as appropriate, and subject to any limitations set forth therein.

9.3General Limitation on Distributions. Notwithstanding any provision of this Article 9, the Company shall not make a Distribution to any Member with respect to such Member’s Membership Interest if (i) such Distribution would be prohibited under, or by its payment would result in an event of default under, any agreement pursuant to which indebtedness of the Company or any of its Subsidiaries is issued, (ii) such Distribution would be prohibited under Section 18-607 of the Act (Limitations on Distribution) or other applicable law, (iii) the Board resolves not to make a Distribution, which resolution must include the affirmative consent of the Manager elected by the Majority GSC Holders, as applicable, which consent may be withheld in such Manager’s sole discretion, or (iv) the Company is unable at the time of the proposed Distribution, or would become unable immediately following such proposed Distribution, to pay its debts as they become due. In no event shall the Company be obligated to make any Distribution if

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it does not have cash available (including under a line of credit or revolver) to make such Distribution.

ARTICLE 10

ASSIGNMENT OR TERMINATION OF MEMBERSHIP INTEREST

10.1Prohibition on Transfer Generally.

(a)Except as may be provided in a Securityholders Agreement, no Member shall sell, transfer, assign, give or otherwise dispose of, pledge or encumber the Membership Interest of such Member or any part thereof whether voluntarily, by operation of law or otherwise without the consent of the Board (a “Transfer”).

(b)Except as expressly provided in this Agreement, upon the death or legal incapacity of an individual holding Units, this Agreement shall continue in full force and effect

10.2Rights of Assignees of Membership Interest. If an assignment of a Membership Interest (whether permitted pursuant to the terms hereof or of any applicable Securityholders’ Agreement or in breach of such terms) occurs, the assignee of such Membership Interest shall not have the right to become a Substitute or Additional Member except upon admission to the Company as a Member pursuant to the provisions of Section 13.1. An assignment of a Membership Interest shall only transfer to the assignee thereof the assignor’s right to the profits, losses, Distributions and capital of the Company with respect to the related Membership Interest and shall not transfer to such assignee any interest in the voting rights formerly associated with such Membership Interest or any other rights hereunder until and unless such assignee is admitted as a Member hereunder. Units held by an assignee who is not admitted as a Member of the Company shall not be deemed to be outstanding for purposes of determining the number of Units voted on any matter. Any notice required to be given to an assignee who is not admitted as a Member of the Company may be given to the Member who transferred such Membership Interest in lieu of giving such notice to such assignee.

10.3Transfer During Taxable Year. In the case of the Transfer of a Member’s Membership Interest (or portion thereof or interest therein) at any time other than the end of an accounting year of the Company, the distributive share of the various items of income, gain, loss, deduction, credit or allowance in respect of the Membership Interest so transferred as computed for federal income tax purposes or for purposes of the tax laws of any state or jurisdiction shall be allocated between the transferor and the transferee to take into account the varying interests of the Members in the Company during the taxable year in accordance with Code Section 706(d) using any convention permitted by law and selected by the Board. The effective date of a Transfer shall be (a) in the case of voluntary Transfer, the effective date stated in the assignment or such other date as is mutually agreed between transferor and transferee or (b) in the case of an involuntary Transfer, the date of the operative event, but, unless the transferor, transferee and the Company otherwise agree, such effective date shall not affect any Distribution made by the Company to the transferor or contributions made by the transferor to the Company prior to the date of notice to the Company of such Transfer.

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10.4Further Restrictions on Transfer. The other provisions of this Article 10 notwithstanding, and in addition to any restrictions on Transfer set forth in any Securityholders Agreement, no Transfer of any Membership Interest of any Member in the Company shall be made unless the Company shall, if it so requests, receive an opinion of the Company’s counsel that such Transfer, (a) would not violate the then applicable federal and state securities laws or rules and regulations of the Securities and Exchange Commission, any state securities commission or any other governmental authorities with jurisdiction over such Transfer, (b) would not result in the Company being treated as an association taxable as a corporation for federal income tax purposes (including Code Section 7704) or being terminated under Code Section 708(b), unless in the case of a termination under Code Section 708(b), such termination would not have a material adverse effect on any non-transferring party’s present or future allocable share of the Company’s taxable income or loss with respect to its Membership Interest as compared to its present or future allocable share of the Company’s taxable income or loss if there had not been such a termination, or (c) would not cause a dissolution of the Company or otherwise affect the Company’s existence or qualification as a limited liability company under the Act.

ARTICLE 11

PARTITION; WITHDRAWAL

11.1Voluntary Withdrawal or Resignation. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property or to voluntarily withdraw or resign from the Company. Except in connection with a Transfer of all of such Member’s Units in accordance with the terms hereof or the Securityholders Agreement, a Member may not withdraw or resign from the Company before the dissolution and winding up of the Company unless approved by the Board. A withdrawing or resigning Member shall not be entitled to receive any Distribution and shall not otherwise be entitled to receive the fair value of its Membership Interest except as otherwise expressly provided for in this Agreement or in any applicable Securityholders Agreement.

ARTICLE 12

LIABILITY, EXCULPATION AND INDEMNIFICATION

12.1Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

12.2Exculpation.

(a)No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be

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within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or breach of any agreement with the Company.

(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Managers, Officers, employees or committees of the Company, or by any other Person, as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income, Net Losses or Net Cash Flow or any other facts pertinent to the existence and amount of assets from which Distributions to Members might properly be paid.

12.3Waiver of Certain Duties and Liabilities.

(a)To the extent that, at law or in equity, a Covered Person has duties (other than fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement The provisions of this Agreement, to the extent that they affirmatively restrict, waive or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(b)Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

12.4Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Indemnified Costs”) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any Indemnified Costs incurred by such Covered Person by reason of fraud, bad faith, willful misconduct or breach of any

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agreement with the Company with respect to such acts or omissions; provided, however, that any indemnity under this Section 12.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability or any obligation to make any Capital Contribution on account thereof. This indemnification shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, vote of the Board, as a matter of law or equity, or otherwise, both as to an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each Covered Person. The Board shall have the authority to cause the Company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any Covered Person. The indemnification rights in this Section 12.4 and advancement of expenses in Section 12.5 shall be limited by and in all events subject to any written agreement between the Company and any Manager.

12.5Expenses. To the fullest extent permitted by applicable law, the Company shall advance from time to time expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined that the Covered Person is not entitled to be indemnified as authorized in Section 12.4.

12.6Renunciation of Corporate Opportunities; No Expansion of Duties. The Company, on behalf of itself and its Subsidiaries, and each Member, acknowledge that the Institutional Members and their Affiliates (other than any Person that is such an Affiliate solely by virtue of their relationship with the Company) and the individuals elected by them as Managers, directors or managers of any Subsidiary, or as a committee member of the Company or any Subsidiary (together, the “Institutional Member/Managers”) are in the business of making investments in, and have investments in, other corporations, general and limited partnerships, joint ventures, limited liability companies and other entities, including other businesses similar to and that may compete with the Company’s businesses (‘‘Competing Businesses”) and, in connection therewith, (a) may have interests in, participate with, aid and maintain seats on the board of directors of, other such entities, (b) may develop opportunities for such entities and (c)have provided and may provide banking, or other services to such entities. In connection with these activities, the Institutional Member/Managers may develop opportunities for such other entities and/or encounter business opportunities that the Company, its Subsidiaries and Members may desire to pursue. The Company, on behalf of itself and its Subsidiaries, and each Member, recognize that such opportunities may include, but shall not be limited to, identifying, pursuing and investing in entities, engaging broker-dealers, commercial banks and investment banking firms to perform certain services, including acting as underwriters or placement agents in securities offerings, obtaining investment funds from institutional and private stockholders or others and performing banking services. The Company, on behalf of Itself and its Subsidiaries, and each Member, agree that the Institutional Member/Managers shall have the unfettered right to make additional investments in or have relationships with other entities or businesses, including Competing Businesses, independent of their investments in the Company or roles as Members or

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Managers of the Company unless, in the case of any Institutional Member/Manager who is an Officer or Manager, such business opportunity is expressly offered to such Institutional Member/Manager in writing solely in his or her capacity as an Officer or Manager of the Company. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its Subsidiaries, and each Member, hereby renounce any interest or expectancy of the Company, each Subsidiary and each Member in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to the Institutional Member/Managers unless such business opportunity is expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company. Without limitation of the foregoing, each Institutional Member/Manager may engage in, have a relationship with 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 or any Subsidiary, and none of the Company, any of its Subsidiaries nor any Member shall have any rights or expectancy by virtue of such Institutional Member/Manager’s relationships with the Company, any Subsidiary or any other Member, this Agreement or otherwise in and to such independent venture, activities, or the income or profits derived therefrom; and the pursuit of any such venture, even if such investment or relationship is in or with a Competing Business, shall not be deemed wrongful or improper. No Institutional Member/Manager shall be obligated to present any particular corporate, business or investment opportunity to the Company, any Subsidiary or any other Member (other than an opportunity expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company), even if such opportunity is of a character that, if presented to the Company or a Subsidiary, could be taken by the Company or such Subsidiary and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law. The Institutional Member/Managers shall continue to have the right to take for their own respective accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular investment opportunity. The Company, on behalf of itself and its Subsidiaries, and each Member, acknowledge and agree that to the extent a court might hold that the conduct of any activity described in this Section 12.6 is a breach of a duty to the Company or any Member, the Company, on behalf of itself and its Subsidiaries, and each Member, hereby waive any and all claims and causes of action that each such Person believes that it may have for such activities. The Company, on behalf of itself and its Subsidiaries, and each Member, further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of loyalty to the Company or any Member, and such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities conducted in the future and activities that have been conducted in the past. Solely for purposes of this Section 12.6, “Affiliate” specifically includes any (a) officer, director or employee of any Institutional Member; and (b) any Person who is an officer or director of any Person described in the foregoing clause (a).

12.7Interested Transactions. Subject to the provisions of Section 8.5 of the Securityholders Agreement, no contract or transaction between the Company and one or more of its Members, Managers or Officers, or between the Company and any other corporation, partnership, limited liability company, association, or other organization in which one or more of the Managers, Members 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

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meeting of the Board or committee which authorized the contract or transaction, or solely because his or their votes are counted for such purpose if (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction; or (b) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board. Interested Managers may be counted in determining the presence of a quorum at a meeting of the Board or, in the case of a written consent, approval by written consent, which authorizes the contract or transaction. Each of the Members hereby specifically approves and ratifies each of the Closing Date Agreements and the transactions from time to time contemplated thereby, including without limitation any Manager Indemnification Agreement executed on or about the effective date hereof.

12.8No Effect Upon Lending Relationships. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall affect, limit or impair the rights and remedies of any Member that is also a lender to the Company or any Subsidiary in its capacity as such lender. Without limiting the generality of the foregoing, any such Member, in exercising its rights as a lender, including making its decision on whether to foreclose on any collateral security, will not have a duty to consider (a) its status as a Member of the Company or an indirect owner of any Subsidiary, (b) the interests of the Company or any Subsidiary, or (c) any duty it may have to any other direct or indirect Member of the Company, except as may be required under the applicable loan documents or by commercial law applicable to creditors generally.

ARTICLE 13

ADMISSION OF MEMBERS

13.1Admission of Substituted and Additional Members Following a Transfer. Any transferee of a Membership Interest that is not a Member shall have the right to seek admission as a Substituted or Additional Member subject to the conditions of and in the manner permitted under this Agreement. Such transferee shall become a Substituted or Additional Member if the Members consent thereto in their sole and absolute discretion in accordance with the terms of this Agreement, when the Board consents thereto under Section 10.1, if required, and when any such admission is shown on the books and records of the Company; provided, however, that no such consent of the Members or the Board shall be required with respect to a Transfer occurring in compliance with the terms and conditions of the Securityholders Agreement. If any required consent is withheld, such transferee shall have only such rights as are set forth in Section 10.2.

13.2Admission of Other Additional Members. Additional Members (other than Additional Members admitted following a Transfer) shall be admitted to the Company at such times, on such terms and conditions and with such rights, powers and privileges as shall be approved by the Board.

13.3Further Restrictions on Admission. The other provisions of this Article 13 notwithstanding, no admission of a Member to the Company shall be made if any of the restrictions referred to in Section 10.4 would apply to such admission.

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13.4Counterpart Signature Page. No Substituted or Additional Member shall be admitted to the Company until such Person executes a counterpart signature page to this Agreement in substantially the form of Exhibit A to this Agreement, with such changes as may be reasonably requested and approved by the Board.

ARTICLE 14

ISSUANCE OF CERTIFICATES

14.1Issuance of Certificates. At the request of any Member, such Member shall be issued one or more Certificates (a “Certificate” or “Certificates”) in the name of such Member certifying that the Member named therein is a Member as provided on the Company’s books and records, stating the amount of his or its Membership Interest and the number of Units associated therewith. All Certificates shall be consecutively numbered and shall be signed by any two of the following in their capacity as Officers: (a) Chief Executive Officer or President; (b) Chief Financial Officer or Treasurer; or (c) Secretary. Upon the Transfer of a Membership Interest in accordance with the terms of this Agreement, the Company, if requested by the transferee Member, shall issue a new Certificate or Certificates, according to such procedures as the Company may establish, and the original Certificate of the transferor shall be canceled.

14.2Lost, Stolen or Destroyed Certificates. The Company shall issue a new Certificate in place of any Certificate previously issued if the registered owner of the Certificate:

(a)makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen and agrees to indemnify the Company with respect to such lost, destroyed or stolen Certificate; and

(b)satisfies any other reasonable requirements imposed by the Company,

14.3Registered Owner. The Company shall be entitled to treat the registered holder of a Membership Interest as shown on the books and records of the Company as the Member or holder in fact of such Membership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other Person, whether or not the Company shall have actual or other notice thereof, except as otherwise provided by applicable law.

14.4Legends.

(a)From and after the effective date hereof, all Certificates shall bear the following legends, which shall state as follows:

“The securities evidenced by this certificate are subject to and have the benefit of an Limited Liability Company Agreement of the Company, dated effective as of February 3, 2010, as the same may be amended from time to time. A copy of such Limited Liability Company Agreement has been filed

29

in the chief executive office of the Company where the same may be inspected daily during business hours.”

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities, or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws and, in the case of a transaction pursuant to this clause (ii), the Company will not, as a result of such sale, transfer, assignment, offer, pledge or other disposition, be required to register its securities under the Securities Exchange Act of 1934, as amended.”

(b)The second legend set forth in Section 14.4(a) above endorsed on a Certificate, and any stop transfer instructions or notations on the Company’s records with respect to the Units underlying such Certificate and related to the subject of such legend, shall be removed or lifted and the Company shall issue a Certificate without such legend to the holder of such Units if (i) the transfer of such Units has been registered under the Securities Act of 1933, as amended, or (ii) such holder provides the Company upon its request with an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Company) stating that a public sale or transfer of such Units may be made without registration under the Securities Act of 1933, as amended and that such legend is not required under any applicable state securities laws.

ARTICLE 15

DISSOLUTION AND TERMINATION

15.1No Dissolution. Only the events set forth in Section 15.2 or in the Act shall cause the dissolution of the Company. The Company shall not be dissolved by the admission of Additional or Substituted Members or; to the fullest extent permitted by the Act, by the termination of a Member’s Membership Interest in accordance with the terms of this Agreement. The bankruptcy of a Member (as defined in Section 18-304 of the Act) shall not cause a Member to cease to be a member of the Company and, upon the occurrence of any such event, the business of the Company shall be continued without dissolution. Upon the occurrence of an event that causes a Member to cease to be a member of the Company, to the fullest extent permitted by the Act, the business of the Company may be continued by the remaining Member or Members without dissolution, without any further action required on the part of the Members.

15.2Dissolution Upon Specific Events. The Company shall be dissolved and its affairs shall be wound up upon the happening of any of the following events (a “Dissolution Event”):

(a)by order of a court pursuant to Section 18-802 of the Act; or

(b)subject to Section 7.1(k) of the Securityholders Agreement, by action of the Members in accordance with the terms of this Agreement.

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15.3Winding Up.

(a)Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. During the period commencing on the date on which a Dissolution Event occurs and ending on the date on which the assets of the Company are distributed pursuant to this Section 15.3, Net Income, Net Losses and other items of Company income, gain, loss, or deduction shall continue to be allocated in the manner provided in Article 8. During such period, no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs.

(b)The Board shall be responsible for overseeing the winding up of the Company.

(c)Subject to the further provisions of this Section 15.3, the assets of the Company shall be liquidated to the extent determined to be appropriate by the Board, and the proceeds thereof, together with such assets as the Board determines to distribute in kind, shall be applied and distributed in the following order:

(i)first, to creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; and

(ii)second, to the Members in proportion to their respective number of Units.

(d)In the event of the merger or consolidation of the Company or a statutory plan of exchange involving the Company (in which the Company receives distributions of cash or securities or other property), or sale of all or substantially all of the assets of the Company, other than any such transaction that results in conversion of the Company to a corporation in the circumstances contemplated by Section 4.5, if such transaction does not otherwise result in Distributions to the Members pursuant to Section 15.3(c), the Members nevertheless may elect, by action of the Members in accordance with the terms of this Agreement, to treat such transaction as a liquidation or dissolution for purposes of determining the amounts to be received by the Members pursuant to this Section 15.3(d) and the priority of such receipt

15.4No Deficit Capital Account Makeup Obligation. No Member with a deficit balance in its Capital Account shall have any obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purposes whatsoever.

15.5Limitations on Rights of Members. Each Member shall look solely to the assets of the Company for the return of its Capital Contribution. Except as specifically set forth in this

31

Agreement, no Member shall have priority over any other Member as to the return of its Capital Contribution, Distributions, or allocations.

15.6Certificate of Cancellation. Upon the dissolution and the completion of winding up of the Company, the Members shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company has engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated.

ARTICLE 16

FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS

16.1Books and Records. The Company acknowledges that it has certain obligations under Section 8 of the Securityholders Agreement related to books, records and financial statements of the Company.

16.2Tax Information. Within 90 days after the end of each fiscal year, the Company shall deliver to each Person who was a Member at any time during such fiscal year a Form K-l and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member’s federal or state income tax (or information) returns, including a statement showing each Member’s share of income, gain or loss and credits for such fiscal year for federal or state income tax purposes.

16.3Elections. The determinations of the Board with respect to the treatment of any item or its allocation for federal, state or local tax purposes shall be binding upon all of the Members so long as such determination shall not be inconsistent with any express term hereof and provided that the Company’s accountants shall not disagree therewith. The Board may authorize the Company to make or revoke the elections referred to in Code Section 754, or any similar provisions enacted in lieu thereof, or any corresponding provisions of state tax laws. Each of the Members will upon request supply the information necessary to give effect to such elections.

16.4Tax Matters Partner. Wayzata II is hereby designated as the “tax matters partner” pursuant to Code Section 6231(a)(7), and in such capacity shall represent the Company in all disputes, controversies or proceedings with the Internal Revenue Service.

ARTICLE 17

AMENDMENTS

17.1Amendments. This Agreement may be amended by written agreement executed by the Member or Members holding a majority of the outstanding Units; provided, however, that (a) if such amendment materially and adversely affects a Member or type of Member in a manner materially different from any other Member or type of Member, or if such amendment changes any right specifically granted to some Members and not to other Members, then such amendment shall require the consent of the Members whose specific rights are affected or changed; and (b) no amendment shall increase the liability or obligations of any Member without that Member’s

32

consent. This Agreement may also be amended as approved by the Board in connection with the issuance of additional Units in accordance with Section 6.1.

ARTICLE 18

MISCELLANEOUS PROVISIONS

18.1Notices. Except as provided herein, any and all notices, consents, waivers, directions, requests, votes or other instruments or communications provided for herein shall be in writing, signed by the parties giving the same and shall be deemed properly given if sent by registered or certified mail, postage prepaid, by overnight courier service, by hand delivery or by facsimile, and addressed:

(a)in the case of the Company, to the Company at its registered office or the principal executive office of the Company; or

(b)in the case of any of the Members, to their respective addresses or facsimile numbers as set forth on Schedule 1 or signature page hereto, including any amendment thereto, or any counterpart signature page in the case of a Substituted or Additional Member.

Any such notice shall be deemed to be effective as of the date (i) three days after the date on which it was mailed (if mailed by registered or certified mail), (ii) on which confirmation of receipt is received (if sent by facsimile), or (iii) on which it was received (in the case of overnight or hand delivery service or otherwise). Each Member may specify any other address or facsimile number for the receipt of such instruments or communications by giving notice to the Company and the other Members in accordance with this Section 18.1.

18.2Confidentiality.

(a)The Members acknowledge that, as a consequence of their business relationship and activities with each other hereunder, certain Confidential Information (as defined below) has been and will be disclosed by the Members, the Company and the Subsidiaries, including (i) any trade secrets, (ii) any confidential, proprietary or secret designs, programs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company and its Subsidiaries, (iii) any customer or supplier lists, (iv) any confidential, proprietary or secret development or research work, (v) any strategic or other business, marketing or sales plans, (vi) any financial data or plans, or (viii) any other confidential or proprietary information or secret aspects of the business of the Company and its Subsidiaries (collectively, “Confidential Information”). The Members acknowledge that the above-described knowledge and information constitutes a unique and valuable asset of the Company and its Subsidiaries, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and its Subsidiaries would be wrongful and may cause irreparable harm to the Company and its Subsidiaries. The Members shall take reasonable steps to protect the confidentiality of such knowledge and information. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes publicly known either generally or in the industry, other than as a result of

33

the breach of this Agreement, (ii) is independently made available to the Member in good faith by a third party who has not violated a confidential relationship with the Company or its Subsidiaries, or (iii) is required to be disclosed by law or legal process. The Members understand and agree that their obligations under this Agreement to maintain the confidentiality of the Confidential Information of the Company and its Subsidiaries are in addition to any obligations of the Members under applicable statutory or common law.

(b)The Members will each hold in confidence and not disclose (except to such Member’s employees, accountants, attorneys, other advisors and equity holders), nor make use of Confidential Information, except (i) as required to fulfill the rights and obligations of the Members hereunder, (ii) with respect to Confidential Information about the Company and its Subsidiaries, as authorized in writing by the Board, (iii) as required by law (in which case such Member will give the Company and/or other Members prompt written notice before disclosure so that the Company and/or other Members may seek a protective order or other appropriate remedy and, if no such protective order or other remedy is obtained, such Member will only disclose that portion of the Confidential Information that he or it is advised by opinion of counsel is legally required to be disclosed and will request confidential treatment of all such disclosed Confidential Information), (iv) disclosures to lenders under any credit facility provided to the Company and/or any of its Subsidiaries, (v) as required for any Member who is an employee, officer or Manager of the Company to perform his or her duties as an employee, officer or Manager in good faith and in the best interest of the Company, subject to any other confidentiality or non-disclosure agreement such employee may have with the Company, (vi) as part of a Member’s normal reporting, rating or review procedure (including normal credit rating or pricing process), (vii) in connection with a Member’s or such Member’s Affiliate’s normal fund raising, marketing, informational or reporting activities, (viii) to a bona fide prospective purchaser of the equity or assets of such Member or its Affiliates (including any prospective transferee under a Transfer made in accordance with the Securityholders Agreement), provided such prospective purchaser agrees to be bound by the provisions of this Section 18.2, or (ix) disclosures by Members holding at least a majority of the outstanding Units in connection with discussions relating to a Transaction (as defined in the Securityholders Agreement) or other significant business transaction. The Members acknowledge that, in the event of such disclosure to a third party, other than a disclosure required by law, such third party shall be required to maintain the confidentiality of the Confidential Information to the same extent as the Members and the disclosing Member shall be responsible and liable to the Company for any disclosure by such third party.

(c)The Company and the Members shall have the right to obtain specific performance in the case of any breach of this Section 18.2.

18.3Entire Agreement. Except to the extent otherwise modified in the Securityholders Agreement, this Agreement contains the entire understanding among the Members and the Company and supersedes any prior written or oral agreement between or among them respecting the subject matter contained in this Agreement.

18.4Further Assurances. Each party hereto agrees to take, or cause to be taken, from time to time, all such further or other action as shall reasonably be necessary to make effective, to

34

consummate and to perform the undertakings and obligations contemplated by this Agreement. Specifically, the Members shall from time to time execute or cause to be executed all other documents or cause to be done all filing, recording, publishing, or other acts as may be necessary or desirable to comply with the requirements for the operation of a limited liability company under the laws of the State of Delaware and all other jurisdictions in which the Company may from time to time conduct business.

18.5Partial Invalidity. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision has never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. In lieu of such illegal, invalid or unenforceable provisions there shall be added automatically as a part hereof a provision as similar in terms and economic effect to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

18.6Waivers. No waiver of any provision of this Agreement is valid unless in writing and signed by the Person against whom or which enforcement is sought and any such waiver is effective only in the specific instance described and for the purpose for which the waiver was given. The failure of any party to this Agreement to insist upon or enforce strict performance by any other party to this Agreement of any provision of this Agreement shall not be construed as a waiver or relinquishment of such right or related remedy.

18.7Binding Effect; Assignment; Third Party Beneficiaries.

(a)Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

(b)Assignment. No party to this Agreement shall, or shall have the power to, assign or otherwise transfer its rights and obligations under this Agreement except to the extent related to a transfer of his or its Membership Interest to the extent permitted by, and in compliance with, this Agreement and the terms of any Securityholders Agreement to which such party is subject.

(c)Third Party Beneficiaries. Except as it relates to Article 12 with respect to any Covered Person, this Agreement shall not confer any rights or remedies on any Person other than the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 18.7(b) above.

18.8Rules of Interpretation.

(a)When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural and vice versa and masculine words shall include the feminine and neuter genders and vice versa.

35

(b)All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied, and any reference to generally accepted accounting principles shall be to generally accepted accounting principles in the United States of America, consistently applied.

(c)The term “day” shall mean a calendar day. Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in question falls on a day that is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day.

(d)All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time and shall include regulations, ordinances and the like.

(e)The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(f)A reference to Person includes its permitted successors and permitted assigns.

(g)A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to that contained in the document in which such reference appears unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. Reference to any documents, instrument or agreements (i) shall include all exhibits, schedules, annexes, appendices and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

(h)Any Article, Section or Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the text of this Agreement

(i)The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

(j)This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of the Members, and no ambiguity shall be construed in favor of or against any Member.

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18.9Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the Members shall be determined in accordance with the applicable provisions of the laws of the State of Delaware without regard to the principles of conflicts of law.

18.10Consent To Jurisdiction.

(A)THE PARTIES HERETO HEREBY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN AND OF THE STATE OF DELAWARE AND TO JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND TO THE COURTS TO WHICH AN APPEAL OF THE DECISIONS OF SUCH COURTS MAY BE TAKEN. THE PARTIES HERETO HEREBY FURTHER AGREE NOT TO BRING ANY ACTION OR FILE ANY COMPLAINT AGAINST A PARTY HERETO IN A JURISDICTION OTHER THAN AS SET FORTH IN THIS SECTION 18.10.

(B)EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE IN THE STATE OF DELAWARE, INCLUDING THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 18.1.

18.11Waiver Of Jury Trial. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT.

18.12Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive his or its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parries may have by applicable law or otherwise in this Agreement, except where stated otherwise or where the Act contemplates the limiting of rights and remedies under a limited liability company agreement.

18.13Recovery of Expenses. Each party hereto (the “Breaching Party”‘) further covenants and agrees to indemnify and hold the other parties hereto harmless from and against all costs and expenses, including reasonable attorney’s fees and disbursements, incurred by such parties in connection with or arising out of any proceeding instituted by such parties against the Breaching Party to enforce the terms and provisions of this Agreement if such parties are successful in whole or in part in such proceeding.

18.14Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one and the same instrument, binding upon all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. Facsimile transmission of an executed counterpart of this Agreement shall be deemed to constitute due and

37

sufficient delivery of such counterpart, and such facsimile signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement

**[SIGNATURE PAGES TO FOLLOW]**

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited Liability Company Agreement as of the date and year first above written.

GREDE HOLDINGS LLC
By:	/s/ Douglas J. Grimm
Name:		Douglas J. Grimm
Title:		President and Chief Executive officer

[Signature Page to Limited Liability Company Agreement of

Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this limited Liability Company Agreement as of the date and year first above written.

WAYZATA OPPORTUNITIES FUND II, L.P.
By: WOF II GP, L.P., its General Partner
By: WOF II GP, LLC, its General Partner
By:	/s/ Joseph m. Deignan
Name:		Joseph m. Deignan
Title:		Authorized Signatory

[Signature Page to Limited Liability Company Agreement of

Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited Liability Company Agreement as of the date and year first above written.

GSC RIII - GREDE CORP.
By:	/s/ Peter Frank
Name:		Peter Frank
Title:		Authorized Signatory

[Signature Page to Limited Liability Company Agreement of

Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited Liability Company Agreement as of the date and year first above written.

GSC RIII PARALLEL - GREDE, LLC
By:	/s/ Peter Frank
Name:		Peter Frank
Title:		Authorized Signatory

[Signature Page to Limited Liability Company Agreement of

Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited Liability Company Agreement as of the date and year first above written.

GSC RECOVERY III ASSET TRUST
By:	/s/ Peter Frank
Name:		Peter Frank
Title:		Authorized Signatory

[Signature Page to Limited Liability Company Agreement of

Grede Holdings LLC]

Schedule 1

to Limited Liability Company

Agreement of Grede Holdings LLC

	Membership Interests
Name and Address	Number of Units	Initial Capital Contribution		Opening Capita] Account
Wayzata Opportunities Fund II, L.P.	20,291	$	20,291,160	$	20,291,160
c/o Wayzata Investment Partners LLC
Attention: Chris Keenan
701 E. Lake Street
Wayzata, Minnesota 55391
Telephone: (952) 345-0713
Facsimile: (952) 345-8901
GSC RIII - Grede Corp.	5,750	$	5,750,000	$	5,750,000
Attention: David Browne
GSC Group
300 Campus Drive, Suite 110
Florham Park, NJ 07932
Phone: (973) 593-5447
Fax: (973) 593-5454
GSC RIII Parallel - Grede, LLC	4,250	$	4,250,000	$	4,250,000
Attention: David Browne
GSC Group
300 Campus Drive, Suite 110
Florham Park, NJ 07932
Phone: (973) 593-5447
Fax: (973) 593-5454
Total	30,291	$	30,291,160	$	30,291,160

Schedule 2

to Limited Liability Company

Agreement of Grede Holdings LLC

Initial Managers and Officers

Initial Managers

Donald C. Campion

Eugene I. Davis

Christopher E. Keenan

Douglas J. Grimm

David F. Browne

Initial Officers

Douglas J. Grimm, Chief Executive Officer and President

Louis R. Lavorata, Chief Financial Officer and Secretary

Stephen D. Busby, Vice President, Treasurer and Assistant Secretary.

Exhibit A

to Limited Liability Company

Agreement of Grede Holdings LLC

COUNTERPART SIGNATURE PAGE TO

LIMITED LIABILITY COMPANY AGREEMENT OF

GREDE HOLDINGS LLC

The undersigned, desiring to become a Member of Grede Holdings LLC (the “Company”), hereby represents, warrants and agrees as follows:

1.Simultaneously with the execution of this counterpart signature page, the undersigned **[is contributing the sum of $          {in cash} {in the form of              } to the Company to purchase          [Units] **[is purchasing from the holder or holders thereof           Units].

2.The undersigned’s name and mailing address is as follows:

3.The undersigned has received a copy of the Limited Liability Company Agreement of the Company (the “LLC Agreement”), and by its execution of this counterpart signature page agrees to all of the terms and conditions thereof applicable to Members of the Company.

4.The undersigned shall become a Member of the Company upon the latest to occur of (i) the undersigned’s execution and delivery of this counterpart signature page, and (ii) the execution and delivery of the Acknowledgment set forth below (which Acknowledgment shall only be delivered if the Company has received the consent of the Members and, if required, the Board under Section 13.1 of the LLC Agreement or the consent of the Board under Section 13.2 of the LLC Agreement) **[, and (iii) receipt by the Company of the contribution set forth above in paragraph 1].

Date:

Exhibit A

to Limited Liability Company

Agreement of Grede Holdings LLC

ACKNOWLEDGMENT OF COMPANY

Grede Holdings LLC hereby acknowledges the admission of           as a Member of the Company as authorized by the Members [**and the Board] of the Company (in the case of an admission under Section 13.1 of the LLC Agreement) or the Board (in the case of an admission under Section 13.2 of the LLC Agreement), as applicable.

	Grede Holdings LLC
Date:	By:
	Name Printed:
	Title:

CONSENT OF MEMBERS

[**include only if required]

[**consent may also be given at a meeting or by separate written action in accordance with the terms of the LLC Agreement]

The undersigned Members of Grede Holdings LLC hereby consent to the admission of             as a Member of the Company.

A-2

Exhibit A

to Limited Liability Company

Agreement of Grede Holdings LLC

CONSENT OF BOARD

[**include only if required]

**[consent may also be given at a meeting or by separate written action in accordance with the terms of the LLC Agreement]

The undersigned Managers of Grede Holdings LLC hereby consent to the admission of          as a Member of the Company.

A-3

EX-3.106

Exhibit 3.106

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

GREDE HOLDINGS LLC

February 5, 2010

TABLE OF CONTENTS

			Page
ARTICLE 1 NAME AND FORMATION OF COMPANY			2
	1.1	FORMATION	2
	1.2	NAME	2
	1.3	EXISTENCE	2
	1.4	REGISTERED AGENT AND OFFICE	2
	1.5	QUALIFICATION	2
	1.6	NO STATE LAW PARTNERSHIP	2
ARTICLE 2 DEFINITIONS			3
	2.1	DEFINITIONS	3
ARTICLE 3 PURPOSES AND POWERS OF THE COMPANY			10
	3.1	PURPOSES	10
	3.2	POWERS	10
ARTICLE 4 MANAGEMENT OF THE COMPANY			10
	4.1	RIGHTS AND POWERS OF THE BOARD AND OFFICERS	10
	4.2	OFFICERS	11
	4.3	DUTIES OF THE BOARD AND OFFICERS	13
	4.4	MEETINGS OF BOARD	13
	4.5	CONVERSION TO CORPORATION	14
ARTICLE 5 UNITS AND MEMBERS			16
	5.1	UNITS	16
	5.2	POWER OF MEMBERS; NO AGENCY OR AUTHORITY	17
	5.3	ACTIONS AND MEETINGS OF THE MEMBERS	17
	5.4	POWER OF ATTORNEY	18
ARTICLE 6 ISSUANCE OF ADDITIONAL UNITS			18
	6.1	ADDITIONAL UNITS	18
	6.2	EFFECT OF ADDITIONAL CONTRIBUTION	19
ARTICLE 7 CAPITAL ACCOUNTS AND CONTRIBUTIONS			19
	7.1	INITIAL CAPITAL CONTRIBUTIONS; CAPITAL OF THE COMPANY	19
	7.2	CAPITAL ACCOUNT	19
	7.3	RETURN OF CAPITAL CONTRIBUTIONS; INTEREST; LIABILITY	19
	7.4	LOANS	20
ARTICLE 8 ALLOCATIONS			20
	8.1	ALLOCATION OF NET INCOME AND NET LOSSES	20
	8.2	SPECIAL ALLOCATIONS	20
	8.3	CURATIVE ALLOCATIONS	21
	8.4	OTHER ALLOCATION RULES	22
	8.5	TAX ALLOCATIONS: CODE SECTION 704(C)	22
ARTICLE 9 DISTRIBUTIONS			22
	9.1	DISTRIBUTIONS	22
	9.2	TAX ADVANCES	22
	9.3	GENERAL LIMITATION ON DISTRIBUTIONS	23

ARTICLE 10 ASSIGNMENT OR TERMINATION OF MEMBERSHIP INTEREST			23
	10.1	PROHIBITION ON TRANSFER GENERALLY	23
	10.2	RIGHTS OF ASSIGNEES OF MEMBERSHIP INTEREST	24
	10.3	TRANSFER DURING TAXABLE YEAR	24
	10.4	FURTHER RESTRICTIONS ON TRANSFER	24
ARTICLE 11 PARTITION; WITHDRAWAL			25
	11.1	VOLUNTARY WITHDRAWAL OF RESIGNATION	25
ARTICLE 12 LIABILITY, EXCULPATION AND INDEMNIFICATION			25
	12.1	LIABILITY	25
	12.2	EXCULPATION	25
	12.3	WAIVER OF CERTAIN DUTIES AND LIABILITIES	26
	12.4	INDEMNIFICATION	27
	12.5	EXPENSES	27
	12.6	RENUNCIATION OF CORPORATE OPPORTUNITIES; NO EXPANSION OF DUTIES	27
	12.7	INTERESTED TRANSACTIONS	29
	12.8	NO EFFECT UPON LENDING RELATIONSHIPS	29
ARTICLE 13 ADMISSION OF MEMBERS			29
	13.1	ADMISSION OF SUBSTITUTED AND ADDITIONAL MEMBERS FOLLOWING A TRANSFER	29
	13.2	ADMISSION OF OTHER ADDITIONAL MEMBERS	30
	13.3	FURTHER RESTRICTIONS ON ADMISSION	30
	13.4	COUNTERPART SIGNATURE PAGE	30
ARTICLE 14 ISSUANCE OF CERTIFICATES			30
	15.1	NO DISSOLUTION	31
	15.2	DISSOLUTION UPON SPECIFIC EVENTS	32
	15.3	WINDING UP	32
	15.4	NO DEFICIT CAPITAL ACCOUNT MAKEUP OBLIGATION	33
	15.5	LIMITATIONS ON RIGHTS OF MEMBERS	33
	15.6	CERTIFICATE OF CANCELLATION	33
ARTICLE 16 FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS			33
	16.1	BOOKS AND RECORDS	33
	16.2	TAX INFORMATION	33
	16.3	ELECTIONS	33
	16.4	TAX MATTERS PARTNER	33
ARTICLE 17 AMENDMENTS			34
	17.1	AMENDMENTS	34
ARTICLE 18 MISCELLANEOUS PROVISIONS			34
	18.1	NOTICES	34
	18.2	CONFIDENTIALITY	34
	18.3	ENTRE AGREEMENT	36
	18.4	FURTHER AGREEMENT	36
	18.5	PARTIAL INVALIDITY	36
	18.6	WAIVERS	36
	18.7	BINDING EFFECT; ASSIGNMENT; THIRD PARTY BENEFICIARIES	36
	18.8	RULES OF INTERPRETATION	37
	18.9	GOVERNING LAW	38
	18.10	CONSENT TO JURISDICTION	38
	18.11	WAIVER OF JURY TRIAL	38
	18.12	CUMULATIVE REMEDIES	38

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18.13	RECOVERY OF EXPENSES	38
18.14	AMENDED AND RESTATEMENT OF PREDECESSOR AGREEMENT	39
18.15	COUNTERPARTS	39

Schedule 1Membership Interests

Schedule 2Initial Managers and Officers

Exhibit ACounterpart Signature Page

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EXECUTION VERSION

GREDE HOLDINGS LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Grede Holdings LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of February 5, 2010, by and among (i) Grede Holdings LLC, a Delaware limited liability company (the “Company”); (ii) those persons shown on Schedule 1 hereto or on the Company’s records as holding Units as of the date hereof (with the other members of the Company hereinafter collectively called “Members” and individually called a “Member”), and (iii) solely for purposes of Section 4.5 hereof, the Indirect Members (as defined herein).

RECITALS

A.The Act (as hereinafter defined) authorizes an agreement among the members of a limited liability company.

B.Reference is made to that certain Conversion and Contribution Agreement and Stockholder Consent dated as of February 4, 2010 by and among Citation Corporation, a Delaware corporation, the holders of all of the issued and outstanding capital stock of Citation Corporation, a Delaware corporation, as set forth in Schedule 1 thereto, the holders of certain debt obligations of Citation Corporation, a Delaware corporation, as set forth in Schedule 2 thereto, Wayzata II and the Company (the “Conversion and Contribution Agreement”).

C.Pursuant to the terms of the Conversion and Contribution Agreement, certain parties to that agreement purchased Units (the “Initial Members”! and the Company issued such Units, as of the date of the Conversion and Contribution Agreement.

D.The Company and the Initial Members entered into that certain Limited Liability Company Agreement dated effective as of February 3, 2010 (the “Predecessor Agreement”).

E.Pursuant to the terms of the Conversion and Contribution Agreement, certain other parties to that agreement purchased Units, and the Company issued such Units, on the date hereof (the “New Members”).

F.Each Indirect Member is the sole stockholder of the applicable Blocker Corp.

G.The Initial Members and the Company desire to amend and restate the Predecessor Agreement in its entirety by entering into this Agreement, and to have the New Members and the Indirect Members enter into this Agreement, in order to set forth certain matters relating to the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

NAME AND FORMATION OF COMPANY

1.1Formation. The Company was formed upon the filing of its certificate of formation with the Delaware Secretary of State by an “authorized person” for such purpose within the meaning of the Act. The preparation, execution and filing of the certificate of formation of the Company axe hereby authorized and ratified in all respects. Pursuant to Section 18-201 (d) of the Act, this Agreement shall be effective as of the date hereof.

1.2Name. The name of the Company is Grade Holdings LLC. The business of the Company may be conducted under any other name or names that the Board deems advisable.

1.3Existence. The Company shall have perpetual existence, unless dissolved in accordance with the provisions of this Agreement. The existence of the Company shall continue until the cancellation of the Certificate of Formation of the Company in the manner required by Section 18-203 of the Act.

1.4Registered Agent and Office. The Company’s registered agent and office in Delaware shall be c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board may designate another registered agent and/or registered office at any time.

1.5Qualification. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board shall authorize an Officer, or any other person as an authorized person within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding the foregoing, the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Members under the Act or this Agreement.

1.6No State Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member be an agent, partner or joint venture, of any other Member for any purposes other than federal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

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ARTICLE 2

DEFINITIONS

2.1Definitions. The terms defined in this Article 2 (except as may be otherwise expressly provided in this Agreement or unless the context otherwise requires) shall for all purposes of this Agreement, have the following respective meanings:

“Act” means the Delaware Limited Liability Company Act contained in Delaware Statutes 6 Del.C. § 18-101 et seq.

“Additional Member” means a Person admitted to the Company as an additional member of the Company pursuant to Section 13.1 or 13.2 and shown as a Member on the books and records of the Company.

“Adjusted Capital Account Deficit” for a Member means the deficit balance if any in such Member’s Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:

(a)credit to such Capital Account any amounts that such Member is obligated to restore pursuant to any provision of this Agreement or the Act or is deemed obligated to restore pursuant to Treasury Regulation Section 1.704-2(g) and (i); and

(b)debit to such Capital Account the items described in Treasury Regulation Section 1.704-1 (b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” of any Person means any entity directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Amended and Restated Limited Liability Company Agreement as hereafter amended from time to time, including any schedules to this Agreement.

“Blocker Corp.” means GSC RIII - Grede Corp. or TCW SHOP IV Subsidiary Investment (Grede), Inc., as applicable.

“Blocker Stock” means the GSC Blocker Stock and the TCW B locker Stock as applicable.‘

“Board” has the meaning set forth in Section 4.1 (b).

“Breaching Party” has the meaning set forth in Section 18.13.

“Capital Account” means the account of a Member that is maintained in accordance with the provisions of Section 7.2.

“Capital Contribution” means, with respect to any Member as of any date, the sum of the amounts of money, promissory notes, and the agreed value of other property that such

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Member has contributed to the capital of the Company pursuant to Article 7 through such date. The agreed value of any Capital Contribution made in property other than money shall be the fair market value, net of liabilities assumed or taken subject to by the Company, of the contributed property determined by the Board in good faith.

“Certificate” or “Certificates” has the meaning set forth in Section 14.1.

“Closing Date Agreements” means this Agreement, the Conversion and Contribution Agreement, the Securityholders Agreement, the Registration Rights Agreement by and among the Company and its members dated as of February 4, 2010, and any other agreement or instrument related to this Agreement to which the Company is a party entered into on or about the date hereof.

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

“Company” means Grede Holdings LLC, a Delaware limited liability company.

“Competing Businesses” has the meaning set forth in Section 12.6.

“Confidential Information” has the meaning set forth in Section 18.2.

“Conversion” has the meaning set forth in Section 4.5.

“Conversion and Contribution Agreement” has the meaning set forth in the Recitals hereto.

“Covered Person” means a Member, a Manager, an Officer, any Affiliate of a Member or a Manager, any shareholders, members, partners, employees, directors, officers, managers, representatives or agents of a Member or a Manager or their respective Affiliates, or any employee or agent of the Company or its Affiliates. The term “Covered Person” specifically includes any of the foregoing Persons with respect to actions taken by any of them pursuant to the Predecessor Agreement.

“Depreciation” means, for each fiscal year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such fiscal year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such fiscal year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such fiscal year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such fiscal year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board

“Dissolution Event” has the meaning set forth in Section 15.2.

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“Distribution” means any distribution to the Members in their capacity as Members of cash or other assets of the Company made from time to time pursuant to the provisions of this Agreement.

“GSC Blocker Stock” means the 1,500 shares of capital stock of GSC RIII - Grede Corp. outstanding on the date hereof (adjusted accordingly for splits, combinations or similar adjustments occurring after the date hereof).

“GSC Indirect Member’’ means GSC Recovery IE Asset Trust, a trust established under the laws of the State of Delaware.

“GSC Party” means (i) GSC RIII - Grede Corp. and GSC RIII Parallel - Grede, LLC; and (ii) solely with respect to Section 4.1(b), an Affiliate of the GSC Parties to whom Units are transferred pursuant to clause (iii) of the definition of Permitted Transfer (as defined in the Securityholders Agreement). “GSC Parties” means, collectively, each GSC Party.

“GSC RIII - Grede Corp.” means GSC RIII - Grede Corp., a Delaware corporation.

“GSC RIII Parallel - Grede. LLC” means GSC RIII Parallel - Grede, LLC, a Delaware limited liability company.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset, as determined by the Board in good faith;

(b)the Gross Asset Values of all Company assets shall be adjusted to equal then-respective gross fair market values, as determined by the Board in good faith, as of the following times: (i) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; (ii) the Distribution by the Company of more than a de minimis amount of property as consideration for an interest in the Company; (iii) in connection with the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company; and (iv) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1 (b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company;

(c)the Gross Asset Value of any Company asset distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of Distribution as determined by the Board in good faith; and

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(b)the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent the Board determines that an adjustment pursuant to paragraph (b) of this definition is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to paragraph (a), (b), or (d) of this definition, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income or Net Losses.

“Indemnified Costs” has the meaning set forth in Section 12.4.

“Indirect Member” means the GSC Indirect Member and the TCW Indirect Member, as applicable.

“Initial Capital Contribution” of a Member means the Capital Contribution such Member is obligated to make to the Company upon execution of this Agreement as set forth in Section 7.1 and Schedule 1.

“Initial Members” has the meaning set forth in the Recitals hereto.

“Institutional Members” means Wayzata II; GSC RIII - Grede Corp.; GSC RIII Parallel - Grede, LLC; TCW Shared Opportunity Fund IV, LP (in its capacity as a Member); TCW Shared Opportunity Fund IVB, LP; and TCW Shop IV Subsidiary Investment (Grede), Inc.

“Losses” has the meaning set forth in Section 12.2(a).

“Majority GSC Holders” means the holder or holders of a majority of the Units held by the GSC Parties.

“Majority Wayzata Holders” means the holder or holders of a majority of the Units held by the Wayzata Parties (as defined and designated under the Securityholders Agreement).

“Manager” means a Person elected, appointed, or otherwise designated as a Manager by the Members in accordance with Section 4.1. A Person elected, appointed or otherwise designated as a Manager pursuant to this Agreement shall be deemed to be a “manager” within the meaning of the Act.

“Member” means any Person that is or becomes a member of the Company and is or becomes a party to this Agreement, including any Person admitted as an Additional Member or a Substituted Member pursuant to the provisions of this Agreement. The Members shall be identified

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on Schedule 1 hereto or otherwise on the Company’s records, which Schedule shall be amended from time to time to reflect changes in the Members.

“Membership Interest” means a Member’s entire interest in the Company, including the Member’s right to share in Net Income, Net Losses and Distributions as provided herein and such Member’s right to participate in the management of the business and affairs of the Company, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement and the Act. The nature and quantification of the Member’s Membership Interest is determined by the number of Units held by such Member.

“Minimum Gain” means an amount determined (in accordance with Treasury Regulation Sections 1.704-2(b)(2) and 1.704-2(d)) by computing, with respect to each nonrecourse liability of the Company, the amount of gain the Company would realize if it disposed of the Company property subject to that liability for no consideration other than full satisfaction of the liability, and then by aggregating the amounts so computed.

“Net Cash Flow” means the net cash realized by the Company from any source, including from operations; provided, however, that in no event shall a determination of Net Cash Flow be made that would violate the terms of any present or future agreement of the Company with any bank, trust company, insurance company or other financial institution or any Subsidiary or Affiliate of any of the foregoing relating to indebtedness of the Company or any of its Subsidiaries.

“Net Income” or “Net Losses” means, for each fiscal year, an amount equal to the Company’s taxable income or loss for such fiscal year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments:

(a)Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be added to such taxable income or loss;

(b)Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be subtracted from such taxable income or loss;

(c)If the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (a), (b) or (c) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Losses;

(d)Gain or loss resulting from any disposition of any Company asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by

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reference to the Gross Asset Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Gross Asset Value;

(e)In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such fiscal year;

(f)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a Distribution other than in liquidation of a Member’s Membership Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income or Net Losses; and

(g)Any items that are specially allocated pursuant to Section 8.2 or 8.3 shall not be taken into account in computing Net Income or Net Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 8.2 or 8.3 shall be determined by applying rules analogous to those set forth in parts (a) through (g) of this definition.

“New Members” has the meaning set forth in the Recitals hereto.

“Officers” has the meaning set forth in Section 4.2(a).

“Original GSC Units” means collectively the 29,248 Units issued to the GSC Parties pursuant to the Conversion and Contribution Agreement (adjusted accordingly for splits, combinations or similar adjustments occurring after the date hereof).

“Other Liabilities” has the meaning set forth in clause (5) of Section 4.5(b)(i).

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Predecessor Agreement” has the meaning set forth in the Recitals hereto.

“Public Vehicle” has the meaning set forth in Section 4.5.

“Regulatory Allocations” has the meaning set forth in Section 8.3.

“Securityholders Agreement” means the Securityholders Agreement dated as of February 4, 2010 among the Company and its Members, and also includes any agreement entered into after the date hereof between or among the Company and any one or more of the Members

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relating to rights or obligations of such Members in their capacity as Members (and not in their capacity as a Manager, Officer, employee or otherwise).

“Subsidiary” or “Subsidiaries” means any corporation, limited liability company, general or limited partnership or other entity, at least 50% of the equity interest of which is owned (a) by the Company or (b) by a corporation, limited liability company, general or limited partnership or other entity that is a direct or indirect Subsidiary of the Company.

“Substituted Member” means a Person who is admitted as a Member pursuant to Section 13.1 in place of and with all the rights of a Member and who is shown as a Member on the books and records of the Company.

“TCW Blocker Stock” means the 1,000 shares of capital stock of TCW SHOP IV Subsidiary Investment (Grede), Inc. outstanding on the date hereof (adjusted accordingly for splits, combinations or similar adjustments occurring after the date hereof).

“TCW Indirect Member” means TCW Shared Opportunity Fund IV, L.P., a Delaware limited partnership.

“TCW Shared Opportunity Fund IV, LP” means TCW Shared Opportunity Fund IVB, LP, a Delaware limited partnership.

“TCW Shared Opportunity Fund IVB. LP” means TCW Shared Opportunity Fund IVB, LP, a Delaware limited partnership.

“TCW SHOP IV Subsidiary Investment (Grede), Inc.” means TCW SHOP IV Subsidiary Investment (Grede), Inc., a Delaware corporation.

“Transfer” has the meaning set forth in Section 10.1.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Unit” means a unit representing a proportionate interest in the Company. Except as specifically set forth herein, each Unit of the Company shall have equal rights and preferences. A Member’s Units shall constitute such Member’s entire interest in the Company and shall include such Member’s “limited liability company interest” under the Act. The number of Units allocated to each Member is as set forth on Schedule 1 or the records of the Company as amended from time to time. Except as may be otherwise specifically set forth herein, no change in the Capital Account of a Member shall affect the number of Units to which such Member is entitled.

“Unpaid Taxes” has the meaning set forth in clause (5) of Section 4.5(b)(i).

“Wayzata II” means Wayzata Opportunities Fund II, L.P., a Delaware limited partnership.

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ARTICLE 3

PURPOSES AND POWERS OF THE COMPANY

3.1Purposes. The purposes of the Company and the business to be carried on and the objectives to be effected by it are to engage in any lawful business, any act or activity that may be necessary or appropriate in connection with or incidental to the foregoing, or any other activity permitted under the Act.

3.2Powers. The Company shall have the powers set forth in this Agreement and the Act, including Section 18-106(b) of the Act, which powers shall include, in all events, the power to borrow money, sell, mortgage, convey, pledge or lease property owned by the Company, purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal with real and personal property; and to make contracts, appoint agents and attorneys-in-fact, create corporations or other entities owned by the Company and to undertake any and all other lawful activities as may be required to carry on its business.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1Rights and Powers of the Board and Officers.

(a)Power. All management powers over the business and affairs of the Company shall be exclusively vested in the Board other than actions with respect to which the approval of certain of the Members is specifically provided for by this Agreement, including without limitation Section 5.2, or by non-waivable provisions of the Act. The Board may delegate certain powers and associated duties, including responsibility for management of day-to-day operations, to Officers pursuant to Section 4.2.

(b)Size and Election; Resignation and Removal. Except as set forth below in this Section 4.1(b), the size of the Board of Managers (the “Board”) shall be fixed at five Managers, unless increased or decreased by the Members or the Board; provided, however, that if the Board is increased from five to seven members and both positions are filled, one of the two new positions must be filled by an independent director; provided further, however, that any increase in the size of the Board beyond seven members shall be subject to Section 7.1(p) of the Securityholders Agreement. Three Managers shall be elected by written consent of the Majority Wayzata Holders. One Manager shall be elected by written consent of the Majority GSC Holders. The remaining Manager shall be elected by the Members; provided, however, that for so long as Douglas Grimm is serving as the Chief Executive Officer of the Company, Mr. Grimm shall serve as the fifth Manager. Subject to Section 7.1(p) of the Securityholders Agreement, the Board may also elect additional Managers by action under Section 4.4. Each Manager shall remain a Manager until his or her successor is elected by the Member or Members who elected such Manager (or by the Board if such Manager was elected by the Board) or his or her earlier death, resignation or removal in accordance with the following sentence. Any Manager may resign at any time upon written notice to the other Managers, and any Manager may be removed

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from such position by the Member or Members who elected such Manager (or by the Board if such Manager was elected by the Board) at any time, with or without cause. Notwithstanding any provision of this Agreement to the contrary, the right of the Majority GSC Holders to elect a Manager (i) is personal to the GSC Parties and may not be Transferred or assigned by any GSC Party, in whole or in part, pursuant to the Transfer of Units or otherwise, except for a Permitted Transfer (as defined in the Securityholders Agreement) to an investment fund entity or general partner entity that is an Affiliate of the GSC Parties in accordance with the terms of the Securityholders Agreement, and (ii) shall continue only so long as the GSC Parties hold at least 90% of the Original GSC Units. If at any time the Majority GSC Holders no longer have the right to elect a Manager, then the Manager who was previously elected by the Majority GSC Holders may be removed by the Members and the Members may elect a Manager to replace such Manager.

(c)Required Approval. Except as specifically provided otherwise in this Agreement or by non-waivable provisions of the Act, any action taken by the Board may only be taken with the approval, at a duly called meeting, of a majority of the Managers.

(d)Committees. The Board may establish one or more committees, which shall be comprised solely of Managers, and delegate authority to such committees as the Board deems advisable. The Manager elected by the Majority GSC Holders shall be entitled to be a member of any such committee if such Manager so elects at the time such committee is established. Except as specifically provided otherwise in this Agreement, any action taken by a Board committee may only be taken with the approval, at a duly called meeting, of a majority of such committee members.

(e)Expenses. The Company shall reimburse each Manager for all reasonable out-of-pocket expenses incurred in connection with his duties as a Manager or committee member.

(f)No Agency or Authority. No Manager is an agent of the Company solely by virtue of being a Manager, and unless expressly authorized to do so by the Board, no Manager has the authority to act for or to bind the Company solely by virtue of being a Manager. Any Manager who takes any action or purports or attempts to bind the Company in violation of this Section 4.1(f) shall be solely responsible for any loss and/or expense incurred by the Company as a result of such unauthorized action, and such Manager shall indemnify and hold harmless the Company with respect to such loss and/or expense.

(g)Subsidiary Boards. The composition of the board of directors or board of managers, as applicable, of each Subsidiary of the Company (together, the “Sub Board(s)”) and the director or manager (as applicable) removal and vacancy filling provisions with respect to the Sub Boards, shall be the same as that of the Board, unless otherwise determined by the Board.

4.2Officers.

(a)General. The Board may designate employees of the Company or other individuals as officers of the Company (the “Officers”) as it deems advisable to carry on the business of the Company and may assign in writing titles (including Chief Executive Officer,

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President, Vice President, Secretary, Chief Financial Officer and Treasurer) to any such person. The Chairman of the Board, if one is designated by the Board, shall only be an Officer of the Company if so determined by the Board when designating such Officer. Unless otherwise determined by the Board and except as set forth in Section 4.2(b) below, if the title of an Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any two or more offices may be held by the same person. New offices may be created and filled by the Board (and such offices shall be effective without any amendment to the Certificate of Formation of the Company). Each Officer shall hold office until his successor is designated by the Board or until his earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Company and the Board. Subject to Section 7.1(m) of the Securityholders Agreement, any Officer may be removed by the Board (excluding the Person being considered) at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal or otherwise may be filled by the Board. Any designation of Officers, a description of any duties delegated to such Officers that is different than that set forth in this Agreement, and any removal of such Officers, shall only be as approved by the Board. The Officers are not “managers” (within the meaning of the Act) of the Company. The Board may delegate any or all of the power and authority delegated to it to one or more of such Officers subject to the right of the Board to modify or withdraw any or all of any such delegation. The Officers of the Company as of the date of this Agreement shall be the Persons so designated on Schedule 2.

(b)Limitation on Authority. Notwithstanding any provision of this Agreement to the contrary, and without limiting the actions of the Company that shall require the approval of the Board, the Company shall not be authorized to take any of the following actions, and no Officer shall have the power to bind the Company, with respect to the following actions, unless approved by the Board (either specifically or by a general delegation of authority) and not in violation of the terms of any Securityholders Agreement:

(i)amend either the Company’s Certificate of Formation or this Agreement;

(ii)take any act which would make it impossible for the Company to carry on its business in the ordinary course;

(iii)convert the Company to a corporation, partnership or any other entity form;

(iv)conduct any business other than the business conducted by the Company as of the date hereof;

(v)dissolve or liquidate the Company;

(vi)form any subsidiary or establish any joint venture, partnership, or other form of business entity;

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(vii)issue any Units or admit additional Members to the Company;

(viii)declare or make any Distribution with respect to the Units or redeem repurchase or otherwise acquire any Units;

(ix)sell, transfer or dispose of all or substantially all of the Company’s business or assets, or merge, consolidate or otherwise combine the Company with another Person or enter into any agreement to do any of the foregoing;

(x)acquire any other business or entity;

(xi)incur any indebtedness;

(xii)make any loan or advance other than for the purpose of advancing normal trade credit or create, incur, assume or suffer to exist any material lien or encumbrance on any of the Company’s properties or assets;

(xiii)purchase or dispose of any interest in real estate or other assets of the Company, excluding sales of products in the ordinary course of business;

(xiv)enter into any agreement, contract or commitment;

(xv)authorize or cause the Company, or authorize, cause or allow any Subsidiary, to enter into, or amend, modify or grant any waiver or approval with respect to, any transaction or agreement of any kind whatsoever with any Member or any Affiliate of any Member;

(xvi)enter into, or change the terms of, any agreement between the Company or any of its Subsidiaries and any senior executive of the Company;

(xvii)initiate any litigation or arbitration; or

(xviii)designate the Company’s auditors for the ensuing fiscal year.

4.3Duties of the Board and Officers. The Board and Officers shall take all actions with respect to the conduct of the Company’s business in accordance with the provisions of this Agreement, applicable law and the terms of the Securityholders Agreement. Officers shall be subject to the same fiduciary duties as an officer of a business corporation formed under the Delaware General Corporation Law. The duties of the Managers shall be as limited in Section 12.3.

4.4Meetings of Board.

(a)Place. The Board and each Board committee may hold meetings in such place or places in the State of Delaware or outside the State of Delaware as determined by the Managers calling the meeting as set forth in Section 4.4(b) below.

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(b)Time and Notice. Meetings of the Board or a Board committee shall be held whenever called by at least two Managers; provided, however, that there must be at least four meetings of the Board in each full calendar year after the date hereof; provided further, however, that the Manager elected by the Majority GSC Holders shall be entitled to call one additional meeting of the Board during each calendar year after the date hereof. Notice of the day, hour and place of holding of each meeting of the Board or any meeting of a Board committee shall be given to each Manager or committee member in accordance with Section 18.1 at least 72 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Manager or committee member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Manager if a written waiver of notice is given by such Manager before or after such meeting and the presence of any Manager at a meeting in person or telephonically shall constitute waiver of notice.

(c)Quorum. A quorum for the transaction of business by the Board shall consist of a majority of the Managers and a quorum for the transaction of business by a Board committee shall consist of a majority of such committee members.

(d)Presence and Proxy. Any Manager may participate in any meeting of the Board or a Board 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 shall constitute presence in person at such meeting. Any Manager may participate in any meeting either in person or by proxy.

(e)Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Managers. Any action required or permitted to be taken at any meeting of a Board committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of such committee members; provided, however, such written consent must be delivered to all Managers prior to the effective date of such written consent. Prompt notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Managers who have not consented in writing. All such writings shall be filed with the minutes of proceedings of the Board or Board committee, as the case may be. The requirements of this paragraph shall not be deemed to amend the voting provisions applicable to actions taken at a meeting.

4.5Conversion to Corporation.

(a)At any time, in connection with an initial public offering of the Company’s securities, the Board shall have the power and authority to, and shall, effect (a) the conversion of the Company’s business form from a limited liability company to a Delaware corporation, (b) the merger of the Company with or into a new or previously-established but dormant Delaware corporation having no assets or liabilities, debts or other obligations of any kind whatsoever other than those associated with its formation and initial capitalization, or (c) the contribution of the assets and liabilities of the Company to a Delaware corporation in exchange for one or more classes of common stock in such corporation, followed by a liquidation of the Company and a distribution

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of such corporation’s common stock to the Members (such a conversion, merger or liquidation is referred to as a “Conversion” and such Delaware corporation is referred to as the “Public Vehicle”). In connection with a Conversion, the Units held by each Member shall be converted into or exchanged for a number of shares of the Public Vehicle’s capital stock based on the then fair market value of the Company (determined by reference to the actual offering price of the Public Vehicle’s common stock and the number and classes of shares of capital stock to be outstanding after such offering). As long as such decision satisfies the requirements of the foregoing sentence, the Board’s determination of the number of shares of the Public Vehicle’s capital stock that each Member receives upon a Conversion shall be final and binding on the Members absent manifest arithmetic error. The Board shall use reasonable efforts to undertake any Conversion in such manner as would provide for no gain or loss to be recognized by the Members solely as a result of the Conversion.

(b)Notwithstanding any provision of Section 4.5(a) to the contrary, in lieu of a Blocker Corp. receiving shares of capital stock of the Public Vehicle in exchange for its Units, an Indirect Member may transfer the Blocker Stock to the Public Vehicle in exchange for the number of shares that Blocker Corp. would otherwise have received in the Conversion, and the Company shall use commercially reasonable best efforts to structure such exchange so as to qualify for tax-free treatment under Section 351 of the Code, if and only if, prior to the transfer of its Blocker Stock as set forth in this Section 4.5(b), the Indirect Member has not breached the provisions of Section 4.5(c) hereof and all of the conditions set forth in clauses (i) and (ii) below are met:

(i)The Indirect Member shall represent and warrant to the Public Vehicle in writing that:

(1)the Blocker Corp. was created as a single purpose entity taxed as a corporation under the laws of one of the states of the United States and is in good standing under its jurisdiction of organization;

(2)other than the ownership of certain Citation debt as described in the recitals of the Conversion and Contribution agreement and the subsequent equity conversion of such debt, the Blocker Corp.’s sole activity since its inception has consisted of owning the Units;

(3)other than the ownership of certain Citation debt as described in the recitals of the Conversion and Contribution agreement and the subsequent equity conversion of such debt, the Blocker Corp.’s sole assets consist of, and have since its inception consisted of, its corporate records, the Units, and cash or cash equivalents or property distributed to Blocker Corp. as an in-kind distribution, in each case, derived from owning the Units;

(4)the Blocker Corp. has timely filed (or has filed and has paid all assessed penalties and interest), including extensions thereof, all material federal, foreign, state and local tax returns required to be filed by or with respect to the Blocker Corp. prior to the date on which the Blocker Stock is transferred to the Public Vehicle pursuant to Section 4.5(b), and the Blocker Corp. has paid in full or accrued for all income and other taxes, and any interest or penalties with respect thereto shown to be due on such tax returns;

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(5)the Blocker Corp.’s sole liabilities consist of such taxes, interest, and penalties resulting from the ownership of the Units or the consummation of the transactions contemplated by Sections 4.5(b) (the “Unpaid Taxes”) or obligations under this Agreement, the Securityholders Agreement or those immaterial liabilities incidental to the preparation of any tax returns and other corporate records and the maintenance of the Blocker Corp. as a Delaware corporation (collectively, the “Other Liabilities”);

(6)the Blocker Stock represents all of the issued, outstanding and authorized securities of the Blocker Corp.; and

(7)the Indirect Member will provide the Company or the Public Vehicle with access to the corporate records, financial statements, tax returns and other documents of the Blocker Corp. reasonably requested by the Company or the Public Vehicle.

(ii)The Indirect Member shall covenant and agree in writing to indemnify, defend and hold the Company, the Public Vehicle and each Member harmless from and against (1) any Unpaid Taxes (but only to the extent such Unpaid Taxes are attributable to time periods prior to the Conversion) and any Other Liabilities, and (2) all liabilities, damages, losses, obligations, actions and similar amounts (and all amounts paid in investigation, defense or settlement of such amounts) resulting from or arising out of a breach of any of the representations, warranties, covenants, or agreements made by Indirect Member pursuant to Sections 4.5(b) and (c).

(c)Each Indirect Member covenants and agrees to make available to the Company and the Public Vehicle, from time to time, (1) all information, records, or documents of the Blocker Corp. relating to taxes for all taxable periods or portions thereof from the date of the Blocker Corp.’s incorporation and ending on the date on which the Blocker Stock is transferred to the Public Vehicle pursuant to this Section 4.5, and (2) all financial statements and related information of the Blocker Corp. for the same period referenced in clause (1), and the Indirect Member further covenants and agrees to preserve all such information, records, and documents and to deliver all such information, records, and documents to the Public Vehicle upon the consummation of the transfer of the Blocker Stock by the Indirect Member to the Public Vehicle pursuant to this Section 4.5.

ARTICLE 5

UNITS AND MEMBERS

5.1units.

(a)Description. The Membership Interests in the Company shall initially consist of Units that may be evidenced by Certificates as set forth in Article 14.

(b)Distributions. Distributions on Units shall be made in accordance with Articles 9 and 15.

(c)Voting. The Members shall be entitled to vote under this Agreement or as required by the Act at the rate of one vote for each Unit. Notwithstanding anything herein to the

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contrary, only Members (and not transferees of Members who are not themselves admitted as a Member) shall have voting rights hereunder.

5.2Power of Members; No Agency or Authority. The Members shall have the power to exercise any and all rights or powers granted to the Members under the express terms of this Agreement or as otherwise required by the Act. Except as otherwise expressly provided in this Agreement, including without limitation, as set forth in the immediately following sentence, no Member shall take part in the operation or control of the business and affairs of the Company. Subject to obtaining any applicable consent pursuant to Section 8.5 of the Securityholders Agreement, the Members holding at least a majority of the outstanding Units may approve any Transaction (as defined in the Securityholders Agreement) without any action of the Board. No Member is an agent of the Company solely by virtue of being a Member, and no Member has the authority to act for the Company solely by virtue of being a Member. Any Member who takes any action or purports or attempts to bind the Company in violation of this Section 5.2 shall be solely responsible for any loss and/or expense incurred by the Company, any Manager or any Member as a result of such unauthorized action, and such Member shall indemnify and hold harmless the Company, each Manager and each other Member with respect to such loss and/or expense.

5.3Actions and Meetings of the Members.

(a)Required Vote. Except as set forth in the Securityholders Agreement or in Section 5.3(f), any action of the Members required by the Act, or required or permitted by the terms of this Agreement to be taken by the Members, shall be taken by the Member or Members holding a majority of the outstanding Units.

(b)Place. The Members may, but shall not be required to, hold meetings in such place or places in the State of Delaware or outside the State of Delaware as the Managers shall determine from time to time.

(c)Time and Notice. Meetings of the Members shall be held whenever called by at least two Managers; provided, however, that the GSC Parties may collectively call one meeting of the Members during a calendar year. Notice of the day, hour and place of holding of each meeting of the Members shall be given to each Member in accordance with Section 18.1 at least five business days before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Member if a written waiver of notice is given by such Member before or after such meeting, and the presence of any Member at a meeting in person or telephonically shall constitute waiver of notice.

(d)Quorum. A quorum for the transaction of business by the Members shall consist of the Members holding a majority of the outstanding Units.

(e)Presence and Proxy. Any Member may participate in any meeting of the Members by means of conference telephone or similar communications equipment by means of

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which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting. Any Member may participate in any meeting either in person or by proxy.

(f)Written Consent. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member or Members holding a majority of the outstanding Units. Reasonable notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing.

(g)No Other Voting Rights. No Members other than the Members shall have any right to participate in any meeting of the Members or to vote or take action with respect to any matters approved at a meeting of the Members or by written consent of the Members, including any merger or consolidation of the Company.

5.4Power of Attorney.

(a)Each of the Members hereby appoints each Manager as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and file:

(i)all amendments to the Certificate of Formation as may be required under the Act that are duly approved by the Members; and

(ii)any amendment to this Agreement duly approved as provided in Article 17 or Section 6.1.

(b)The foregoing provisions granting a power of attorney shall be strictly construed.

(c)The power of attorney hereby granted by each of the Members (i) is conditioned upon prior approval of the subject matter thereof by the Board and/or the Members, if so required by the provisions of this Agreement, and (ii) is coupled with an interest, is irrevocable, and shall survive, and shall not be affected by, the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of such Member.

ARTICLE 6

ISSUANCE OF ADDITIONAL UNITS

6.1Additional Units. Subject to the terms of any Securityholders Agreement, the Company may issue additional Units, create additional classes of Units, and issue such Units, whether to existing Members or to third parties, in each case as approved by the Board. If additional Units are issued or if Units of additional classes are issued, the Board is further authorized to cause the Company to amend this Agreement to reflect any preferential rights to which the holders of additional classes are entitled and to amend Schedule 1 and/or the books and records of the Company. Notwithstanding anything set forth herein to the contrary, if this Agreement

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is amended to authorize Units that have a fixed liquidation preference over the other outstanding Units of the Company, the terms of such Units shall conform to the definition of “Preferred Unit” set forth in the Securityholders Agreement.

6.2Effect of Additional Contribution. Unless approved by the Members in accordance with the terms of this Agreement and the Securityholders Agreement, as applicable, no additional Capital Contribution by a Member (other than any Capital Contribution made at the time of and in connection with a Member’s purchase of additional Units) shall affect the number of Units to which such Member is entitled.

ARTICLE 7

CAPITAL ACCOUNTS AND CONTRIBUTIONS

7.1Initial Capital Contributions; Capital of the Company. The Initial Capital Contributions will be valued at the amounts specified on Schedule 1, which amounts shall be reflected as the opening Capital Account of each of the Members as of the date hereof. The capital of the Company shall be the aggregate amount of the Capital Contributions of the Members. No Member shall have any obligation to make any further Capital Contribution to the Company. In exchange for the Capital Contribution described herein, each Member shall receive the number of Units identified opposite its name on Schedule 1.

7.2Capital Account. A Capital Account shall be established for each Member and shall be maintained in accordance with Section 704 of the Code and the Treasury Regulations thereunder. Consistent with such Treasury Regulations, there shall be credited to each Member’s Capital Account (a) the amount of any cash or the Gross Asset Value of any property contributed by such Member to the capital of the Company (net of any liabilities secured by such contributed property that the Company is considered to assume or take subject to), (b) such Member’s share of Net Income (as determined in accordance with Section 8.1), (c) any items of income or gain allocated to a Member pursuant to Section 8.2, and there shall be debited to each Member’s Capital Account, (d) the amount of any cash or the Gross Asset Value of any property distributed by the Company to such Member (net of any liabilities secured by such distributed property that the Member is deemed to assume or take subject to), (e)such Member’s share of Net Losses (as determined in accordance with Section 8.1), and (f) any items of loss or deduction allocated to such Member pursuant to Section 8.2. Any Member, including any Substituted Member or Additional Member, who receives any interest in the Company or whose Membership Interest is increased by means of the transfer to such Member of any interest in the Company from another Member shall have a Capital Account that has been appropriately adjusted to reflect such transfer.

7.3Return of Capital Contributions; Interest; Liability.

(a)Return of Capital Contributions. No Member shall be entitled to withdraw or receive the return of any part of its Capital Contribution or Capital Account or to receive any Distribution from the Company, except as provided in Articles 9 and 15.

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(b)Interest. No interest shall be paid by the Company on Capital Contributions or on balances in Members’ Capital Accounts.

(c)Liability. Except as specifically agreed otherwise by a Member, no Member shall be liable for any of the debts or obligations of the Company or be required to contribute any capital or lend any funds to the Company. Neither any Member nor any Manager shall be personally liable for the return of all or any part of a Member’s Capital Contribution or payment of any amounts allocated to it or credited to its Capital Account, which return or payment shall be made solely from, and to the extent of, the assets of the Company pursuant to the terms of this Agreement.

7.4Loans. Subject to the terms of any Securityholders Agreement, Members may make loans to the Company from time to time, as authorized by the Board. Any payment or transfer accepted by the Company from a Member that is not an agreed or required Capital Contribution shall be deemed a loan and shall neither be treated as a contribution to the capital of the Company for any purpose hereunder, nor entitle such Member (as such) to any increase in its share of the Net Income and Net Losses of the Company. Any such loans shall be repaid at such times and with such interest (at rates not to exceed the maximum permitted by law) as the Board and the lending Member shall reasonably agree.

ARTICLE 8

ALLOCATIONS

8.1Allocation of Net Income and Net Losses. The Net Income and Net Losses for any fiscal year or partial fiscal year shall be allocated among the Members in a manner such that the Capital Accounts of the Members are in proportion to their respective number of Units.

8.2Special Allocations. Notwithstanding the provisions of Section 8.1, the following allocations of items of income, gain, loss or deduction shall be made:

(a)If in any taxable year there is a net decrease in the amount of the Company’s Minimum Gain, each Member shall be allocated items of income and gain for that year (and, if necessary, subsequent years) equal to that Member’s share of the net decrease in such Minimum Gain (within the meaning of Treasury Regulation Section 1.704-2(g)(2)). The items to be so allocated shall be determined in accordance with Treasury Regulation Section 1.704-2(j). This Section 8.2(a) is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2 and shall be interpreted consistently therewith.

(b)If, during any taxable year a Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of income and gain shall be specially allocated to each such Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulation Section 1.704-1 (b)(2)(ii)(d), the Adjusted Capital Account Deficit of such Member as quickly as possible, provided that an allocation pursuant to this Section 8.2(b) shall be made only if and to the extent that such Member has an Adjusted Capital Account Deficit after all

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other allocations provided for in this Article 8 have been tentatively made as if this Section 8.2(b) were not in the Agreement. This Section 8.2(b) is intended to comply with the qualified income offset requirements in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(c)If any Member has a deficit Capital Account at the end of any fiscal year that is in excess of the amount such Member is deemed to be obligated to restore pursuant to Treasury Regulation Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 8.2(c) shall be made if and only to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article 8 have been tentatively made as if Section 8.2(b) and this Section 8.2(c) were not in the Agreement.

(d)Nonrecourse deductions (as that term is defined in Treasury Regulation Section 1.704-2(b)(1) and 2(c)) for any fiscal year shall be specially allocated to the Members in proportion to their respective number of Units.

(e)To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a Distribution to a Member in complete liquidation of its interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

8.3Curative Allocations. The allocations set forth in Section 8.2 (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. The Members intend that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 8.3. Therefore, notwithstanding any other provision of this Article 8 (other than the Regulatory Allocations), the Board shall make such offsetting special allocations of Company income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 8.1. In exercising its discretion under this Section 8.3, the Board shall take into account future Regulatory Allocations under Section 8.2(a) that, although not yet made, are likely to offset other Regulatory Allocations previously made under Section 8.2(c).

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8.4Other Allocation Rules.

(a)For purposes of determining the Net Income, Net Losses, or any other items allocable to any period, Net Income, Net Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Code Section 706 and the Treasury Regulations thereunder.

(b)Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits are in proportion to their respective Units.

(c)To the extent permitted by Treasury Regulation Section 1.704-2(h)(3), the Board shall endeavor to treat Distributions of Net Cash Flow as having been made from the proceeds of a nonrecourse liability only to the extent that such Distributions would cause or increase an Adjusted Capital Account Deficit for any Member.

8.5Tax Allocations: Code Section 704(c). In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value. If the Gross Asset Value of any Company asset is adjusted pursuant to paragraph (b) of the definition of “Gross Asset Value,” subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder. Any elections or other decisions relating to such allocations shall be made in a manner that reasonably reflects the purpose and intention of this Agreement and using any method selected by the Board from among those authorized by Code Section 704(c) and the Treasury Regulations thereunder. Allocations pursuant to this Section 8.5 are solely for the purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, other items, or Distributions pursuant to any provision of this Agreement.

ARTICLE 9

DISTRIBUTIONS

9.1Distributions. Except as provided in Section 9.2 (with respect to tax advances) and Section 15.3(c) (with respect to a Dissolution Event), Net Cash Flow may be, but shall not be required to be, distributed from time to time by action of the Board to the Members in proportion to their respective number of Units.

9.2Tax Advances. As soon as practicable after the close of each calendar quarter (but in no event less than 15 days after the end of such calendar quarter), the Board shall estimate the amount of the Company’s taxable income allocable to each Member for federal income tax purposes for the

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period beginning on the first day of the fiscal year through the end of such calendar quarter. Subject to the provisions of Section 9.3, the Company shall advance to the Members at such time an amount equal to the excess, if any, of (a) 46% of the Company’s taxable income estimated to be allocable to the Members from the beginning of the fiscal year containing such calendar quarter through the end of such calendar quarter over (b) the total Distributions pursuant to Section 9.1 or advances pursuant to Section 9.2 previously or contemporaneously made to the Members for the fiscal year containing such calendar quarter. All advances to Members pursuant to this Section 9.2 shall be made to the Members in proportion to their respective number of Units. The 46% rate assumed in the immediately preceding sentence may be adjusted by the Board to reflect changes in overall tax rates. If, pursuant to Section 9.3, the Company is unable to make all advances required by this Section 9.2 to be made in any given calendar quarter, then the advance to each Member shall be reduced in proportion to such Member’s respective number of Units. Subject to the provisions of Section 9.3, the amount of such reduction shall be advanced to each such Member in each succeeding calendar quarter until paid in full. All advances made to a Member pursuant to this Section 9.2 shall constitute an advance of amounts that otherwise would have been distributed to such Member at a later time pursuant to Section 9.1 or Section 15.3(c) and as such shall be governed by Section 9.1 or Section 15.3(c), as appropriate, and subject to any limitations set forth therein.

9.3General Limitation on Distributions. Notwithstanding any provision of this Article 9, the Company shall not make a Distribution to any Member with respect to such Member’s Membership Interest if (i) such Distribution would be prohibited under, or by its payment would result in an event of default under, any agreement pursuant to which indebtedness of the Company or any of its Subsidiaries is issued, (ii) such Distribution would be prohibited under Section 18-607 of the Act (Limitations on Distribution) or other applicable law, (iii) the Board resolves not to make a Distribution, which resolution must include the affirmative consent of the Manager elected by the Majority GSC Holders, as applicable, which consent may be withheld in such Manager’s sole discretion, or (iv) the Company is unable at the time of the proposed Distribution, or would become unable immediately following such proposed Distribution, to pay its debts as they become due. In no event shall the Company be obligated to make any Distribution if it does not have cash available (including under a line of credit or revolver) to make such Distribution.

ARTICLE 10

ASSIGNMENT OR TERMINATION OF MEMBERSHIP INTEREST

10.1Prohibition on Transfer Generally.

(a)Except as may be provided in a Securityholders Agreement, no Member shall sell, transfer, assign, give or otherwise dispose of, pledge or encumber the Membership Interest of such Member or any part thereof whether voluntarily, by operation of law or otherwise without the consent of the Board (a “Transfer”).

(b)Except as expressly provided in this Agreement, upon the death or legal incapacity of an individual holding Units, this Agreement shall continue in full force and effect.

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10.2Rights of Assignees of Membership Interest. If an assignment of a Membership Interest (whether permitted pursuant to the terms hereof or of any applicable Securityholders’ Agreement or in breach of such terms) occurs, the assignee of such Membership Interest shall not have the right to become a Substitute or Additional Member except upon admission to the Company as a Member pursuant to the provisions of Section 13.1. An assignment of a Membership Interest shall only transfer to the assignee thereof the assignor’s right to the profits, losses, Distributions and capital of the Company with respect to the related Membership Interest and shall not transfer to such assignee any interest in the voting rights formerly associated with such Membership Interest or any other rights hereunder until and unless such assignee is admitted as a Member hereunder. Units held by an assignee who is not admitted as a Member of the Company shall not be deemed to be outstanding for purposes of determining the number of Units voted on any matter. Any notice required to be given to an assignee who is not admitted as a Member of the Company may be given to the Member who transferred such Membership Interest in lieu of giving such notice to such assignee.

10.3Transfer During Taxable Year. In the case of the Transfer of a Member’s Membership Interest (or portion thereof or interest therein) at any time other than the end of an accounting year of the Company, the distributive share of the various items of income, gain, loss, deduction, credit or allowance in respect of the Membership Interest so transferred as computed for federal income tax purposes or for purposes of the tax laws of any state or jurisdiction shall be allocated between the transferor and the transferee to take into account the varying interests of the Members in the Company during the taxable year in accordance with Code Section 706(d) using any convention permitted by law and selected by the Board. The effective date of a Transfer shall be (a) in the case of voluntary Transfer, the effective date stated in the assignment or such other date as is mutually agreed between transferor and transferee or (b) in the case of an involuntary Transfer, the date of the operative event, but, unless the transferor, transferee and the Company otherwise agree, such effective date shall not affect any Distribution made by the Company to the transferor or contributions made by the transferor to the Company prior to the date of notice to the Company of such Transfer.

10.4Further Restrictions on Transfer. The other provisions of this Article 10 notwithstanding, and in addition to any restrictions on Transfer set forth in any Securityholders Agreement, no Transfer of any Membership Interest of any Member in the Company shall be made unless the Company shall, if it so requests, receive an opinion of the Company’s counsel that such Transfer, (a) would not violate the then applicable federal and state securities laws or rules and regulations of the Securities and Exchange Commission, any state securities commission or any other governmental authorities with jurisdiction over such Transfer, (b) would not result in the Company being treated as an association taxable as a corporation for federal income tax purposes (including Code Section 7704) or being terminated under Code Section 708(b), unless in the case of a termination under Code Section 708(b), such termination would not have a material adverse effect on any non-transferring party’s present or future allocable share of the Company’s taxable income or loss with respect to its Membership Interest as compared to its present or future allocable share of the Company’s taxable income or loss if there had not been such a termination, or (c) would not cause a dissolution of the Company or otherwise affect the Company’s existence or qualification as a limited liability company under the Act.

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ARTICLE 11

PARTITION; WITHDRAWAL

11.1Voluntary Withdrawal or Resignation. Each Member waives any and all rights that it may have to maintain an action for partition of the Company’s property or to voluntarily withdraw or resign from the Company. Except in connection with a Transfer Of all of such Member’s Units in accordance with the terms hereof or the Securityholders Agreement, a Member may not withdraw or resign from the Company before the dissolution and winding up of the Company unless approved by the Board. A withdrawing or resigning Member shall not be entitled to receive any Distribution and shall not otherwise be entitled to receive the fair value of its Membership Interest except as otherwise expressly provided for in this Agreement or in any applicable Securityholders Agreement.

ARTICLE 12

LIABILITY. EXCULPATION AND INDEMNIFICATION

12.1Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

12.2Exculpation.

(a)No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or breach of any agreement with the Company.

(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Managers, Officers, employees or committees of the Company, or by any other Person, as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Income, Net Losses or Net Cash Flow or any other facts pertinent to the existence and amount of assets from which Distributions to Members might properly be paid.

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12.3Waiver of Certain Duties and Liabilities.

(a)To the extent that, at law or in equity, a Covered Person has duties (other than fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they affirmatively restrict, waive or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(b)Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

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12.4Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Indemnified Costs”) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any Indemnified Costs incurred by such Covered Person by reason of fraud, bad faith, willful misconduct or breach of any agreement with the Company with respect to such acts or omissions; provided, however, that any indemnity under this Section 12.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability or any obligation to make any Capital Contribution on account thereof. This indemnification shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, vote of the Board, as a matter of law or equity, or otherwise, both as to an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each Covered Person. The Board shall have the authority to cause the Company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any Covered Person. The indemnification rights in this Section 12.4 and advancement of expenses in Section 12.5 shall be limited by and in all events subject to any written agreement between the Company and any Manager.

12.5Expenses. To the fullest extent permitted by applicable law, the Company shall advance from time to time expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined that the Covered Person is not entitled to be indemnified as authorized in Section 12.4.

12.6Renunciation of Corporate Opportunities; No Expansion of Duties. The Company, on behalf of itself and its Subsidiaries, and each Member, acknowledge that the Institutional Members and their Affiliates (other than any Person that is such an Affiliate solely by virtue of their relationship with the Company) and the individuals elected by them as Managers, directors or managers of any Subsidiary, or as a committee member of the Company or any Subsidiary (together, the “Institutional Member/Managers”) are in the business of making investments in, and have investments in, other corporations, general and limited partnerships, joint ventures, limited liability companies and other entities, including other businesses similar to and that may compete with the Company’s businesses (“Competing Businesses”) and, in connection therewith, (a) may have interests in, participate with, aid and maintain seats on the board of directors of, other such entities, (b)may develop opportunities for such entities and (c)have provided and may provide banking or other services to such entities. In connection with these activities, the Institutional Member/Managers may develop opportunities for such other entities and/or encounter business opportunities that the Company, its Subsidiaries and Members may

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desire to pursue. The Company, on behalf of itself and its Subsidiaries, and each Member, recognize that such opportunities may include, but shall not be limited to, identifying, pursuing and investing in entities, engaging broker-dealers, commercial banks and investment banking firms to perform certain services, including acting as underwriters or placement agents in securities offerings, obtaining investment, funds from institutional and private stockholders or others and performing banking services. The Company, on behalf of itself and its Subsidiaries, and each Member, agree that the Institutional Member/Managers shall have the unfettered right to make additional investments in or have relationships with other entities or businesses, including Competing Businesses, independent of their investments in the Company or roles as Members or Managers of the Company unless, in the case of any Institutional Member/Manager who is an Officer or Manager, such business opportunity is expressly offered to such Institutional Member/Manager in writing solely in his or her capacity as an Officer or Manager of the Company. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its Subsidiaries, and each Member, hereby renounce any interest or expectancy of the Company, each Subsidiary and each Member in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to the Institutional Member/Managers unless such business opportunity is expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company. Without limitation of the foregoing, each Institutional Member/Manager may engage in, have a relationship with 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 or any Subsidiary, and none of the Company, any of its Subsidiaries nor any Member shall have any rights or expectancy by virtue of such Institutional Member/Manager’s relationships with the Company, any Subsidiary or any other Member, this Agreement or otherwise in and to such independent venture, activities, or the income or profits derived therefrom; and the pursuit of any such venture, even if such investment or relationship is in or with a Competing Business, shall not be deemed wrongful or improper. No Institutional Member/Manager shall be obligated to present any particular corporate, business or investment opportunity to the Company, any Subsidiary or any other Member (other than an opportunity expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company), even if such opportunity is of a character that, if presented to the Company or a Subsidiary, could be taken by the Company or such Subsidiary and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law. The Institutional Member/Managers shall continue to have the right to take for their own respective accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular investment opportunity. The Company, on behalf of itself and its Subsidiaries, and each Member, acknowledge and agree that to the extent a court might hold that the conduct of any activity described in this Section 12.6 is a breach of a duty to the Company or any Member, the Company, on behalf of itself and its Subsidiaries, and each Member, hereby waive any and all claims and causes of action that each such Person believes that it may have for such activities. The Company, on behalf of itself and its Subsidiaries, and each Member, further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of loyalty to the Company or any Member, and such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities conducted in the future and activities that have been conducted in the past. Solely for purposes of this Section 12.6, “Affiliate” specifically includes any

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(a) officer, director or employee of any Institutional Member; and (b) any Person who is an officer or director of any Person described in the foregoing clause (a).

12.7Interested Transactions. Subject to the provisions of Section 8.5 of the Securityholders Agreement, no contract or transaction between the Company and one or more of its Members, Managers or Officers, or between the Company and any other corporation, partnership, limited liability company, association, or other organization in which one or more of the Managers, Members 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 or committee which authorized the contract or transaction, or solely because his or their votes are counted for such purpose if (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction; or (b) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board. Interested Managers may be counted in determining the presence of a quorum at a meeting of the Board or, in the case of a written consent, approval by written consent, which authorizes the contract or transaction. Each of the Members hereby specifically approves and ratifies each of the Closing Date Agreements and the transactions from time to time contemplated thereby, including without limitation any Manager Indemnification Agreement executed on or about the date hereof.

12.8No Effect Upon Lending Relationships. Notwithstanding anything herein to the contrary, nothing contained in this Agreement shall affect, limit or impair the rights and remedies of any Member that is also a lender to the Company or any Subsidiary in its capacity as such lender. Without limiting the generality of the foregoing, any such Member, in exercising its rights as a lender, including making its decision on whether to foreclose on any collateral security, will not have a duty to consider (a) its status as a Member of the Company or an indirect owner of any Subsidiary, (b) the interests of the Company or any Subsidiary, or (c) any duty it may have to any other direct or indirect Member of the Company, except as may be required under the applicable loan documents or by commercial law applicable to creditors generally.

ARTICLE 13

ADMISSION OF MEMBERS

13.1Admission of Substituted and Additional Members Following a Transfer. Any transferee of a Membership Interest that is not a Member shall have the right to seek admission as a Substituted or Additional Member subject to the conditions of and in the manner permitted under this Agreement. Such transferee shall become a Substituted or Additional Member if the Members consent thereto in their sole and absolute discretion in accordance with the terms of this Agreement, when the Board consents thereto under Section 10.1, if required, and when any such admission is shown on the books and records of the Company; provided, however, that no such consent of the Members or the Board shall be required with respect to a Transfer occurring in compliance with the terms and conditions of the Securityholders Agreement. If any required consent is withheld, such transferee shall have only such rights as are set forth in Section 10.2.

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13.2Admission of Other Additional Members. Additional Members (other than Additional Members admitted following a Transfer) shall be admitted, to the Company at such times, on such terms and conditions and with such rights, powers and privileges as shall be approved by the Board.

13.3Further Restrictions on Admission. The other provisions of this Article 13 notwithstanding, no admission of a Member to the Company shall be made if any of the restrictions referred to in Section 10.4 would apply to such admission.

13.4Counterpart Signature Page. No Substituted or Additional Member shall be admitted to the Company until such Person executes a counterpart signature page to this Agreement in substantially the form of Exhibit A to this Agreement, with such changes as may be reasonably requested and approved by the Board.

ARTICLE14

ISSUANCE OF CERTIFICATES

14.1Issuance of Certificates. At the request of any Member, such Member shall be issued one or more Certificates (a “Certificate” or “Certificates”) in the name of such Member certifying that the Member named therein is a Member as provided on the Company’s books and records, stating the amount of his or its Membership Interest and the number of Units associated therewith. All Certificates shall be consecutively numbered and shall be signed by any two of the following in their capacity as Officers: (a) Chief Executive Officer or President; (b) Chief Financial Officer or Treasurer; or (c) Secretary. Upon the Transfer of a Membership Interest in accordance with the terms of this Agreement, the Company, if requested by the transferee Member, shall issue a new Certificate or Certificates, according to such procedures as the Company may establish, and the original Certificate of the transferor shall be canceled.

14.2Lost, Stolen or Destroyed Certificates. The Company shall issue a new Certificate in place of any Certificate previously issued if the registered owner of the Certificate:

(a)makes proof by affidavit, in form and substance satisfactory to the Company, that a previously issued Certificate has been lost, destroyed or stolen and agrees to indemnify the Company with respect to such lost, destroyed or stolen Certificate; and

(b)satisfies any other reasonable requirements imposed by the Company.

14.3Registered Owner. The Company shall be entitled to treat the registered holder of a Membership Interest as shown on the books and records of the Company as the Member or holder in fact of such Membership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on the part of any other Person, whether or not the Company shall have actual or other notice thereof, except as otherwise provided by applicable law.

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14.4Legends.

(a)From and after the date hereof, all Certificates shall bear the following legends, which shall state as follows:

“The securities evidenced by this certificate are subject to and have the benefit of an Amended and Restated Limited Liability Company Agreement of the Company, dated as of February’ 5, 2010, as the same may be amended from time to time. A copy of such Amended and Restated Limited Liability Company Agreement has been filed in the chief executive office of the Company where the same may be inspected daily during business hours.”

“The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be sold, transferred, assigned, offered, pledged or otherwise disposed of unless (i) there is an effective registration statement under such Act and such laws covering such securities, or (ii) such sale, transfer, assignment, offer, pledge or other disposition is exempt from the registration and prospectus delivery requirements of such Act and such laws and, in the case of a transaction pursuant to this clause (ii), the Company will not, as a result of such sale, transfer, assignment, offer, pledge or other disposition, be required to register its securities under the Securities Exchange Act of 1934, as amended.”

(b)The second legend set forth in Section 14.4(a) above endorsed on a Certificate, and any stop transfer instructions or notations on the Company’s records with respect to the Units underlying such Certificate and related to the subject of such legend, shall be removed or lifted and the Company shall issue a Certificate without such legend to the holder of such Units if (i) the transfer of such Units has been registered under the Securities Act of 1933, as amended, or (ii) such holder provides the Company upon its request with an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Company) stating that a public sale or transfer of such Units may be made without registration under the Securities Act of 1933, as amended and that such legend is not required under any applicable state securities laws.

ARTICLE 15

DISSOLUTION AND TERMINATION

15.1No Dissolution. Only the events set forth in Section 15.2 or in the Act shall cause the dissolution of the Company. The Company shall not be dissolved by the admission of Additional or Substituted Members or, to the fullest extent permitted by the Act, by the termination of a Member’s Membership Interest in accordance with the terms of this Agreement. The bankruptcy of a Member (as defined in Section 18-304 of the Act) shall not cause a Member to cease to be a member of the Company and, upon the occurrence of any such event, the business of the Company shall be continued without dissolution. Upon the occurrence of an event that causes a Member to cease to be a member of the Company, to the fullest extent permitted by the Act, the

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business of the Company may be continued by the remaining Member or Members without dissolution, without any further action required on the part of the Members.

15.2Dissolution Upon Specific Events. The Company shall be dissolved and its affairs shall be wound up upon the happening of any of the following events (a “Dissolution Event”):

(a)by order of a court pursuant to Section 18-802 of the Act; or

(b)subject to Section 7.1(k) of the Securityholders Agreement, by action of the Members in accordance with the terms of this Agreement.

15.3Winding Up.

(a)Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members. During the period commencing on the date on which a Dissolution Event occurs and ending on the date on which the assets of the Company are distributed pursuant to this Section 15.3, Net Income, Net Losses and other items of Company income, gain, loss, or deduction shall continue to be allocated in the manner provided in Article 8. During such period, no Member shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs.

(b)The Board shall be responsible for overseeing the winding up of the Company.

(c)Subject to the further provisions of this Section 15.3, the assets of the Company shall be liquidated to the extent determined to be appropriate by the Board, and the proceeds thereof, together with such assets as the Board determines to distribute in kind, shall be applied and distributed in the following order:

(i)first, to creditors, including Members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; and

(ii)second, to the Members in proportion to their respective number of Units.

(d)In the event of the merger or consolidation of the Company or a statutory plan of exchange involving the Company (in which the Company receives distributions of cash or securities or other property), or sale of all or substantially all of the assets of the Company, other than any such transaction that results in conversion of the Company to a corporation in the circumstances contemplated by Section 4.5, if such transaction does not otherwise result in Distributions to the Members pursuant to Section 15.3(c), the Members nevertheless may elect, by action of the Members in accordance with the terms of this Agreement, to treat such transaction as a

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liquidation or dissolution for purposes of determining the amounts to be received by the Members pursuant to this Section 15.3(d) and the priority of such receipt.

15.4No Deficit Capital Account Makeup Obligation. No Member with a deficit balance in its Capital Account shall have any obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purposes whatsoever.

15.5Limitations on Rights of Members. Each Member shall look solely to the assets of the Company for the return of its Capital Contribution. Except as specifically set forth in this Agreement, no Member shall have priority over any other Member as to the return of its Capital Contribution, Distributions, or allocations.

15.6Certificate of Cancellation. Upon the dissolution and the completion of winding up of the Company, the Members shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company has engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated.

ARTICLE 16

FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS

16.1Books and Records. The Company acknowledges that it has certain obligations under Section 8 of the Securityholders Agreement related to books, records and financial statements of the Company.

16.2Tax Information. Within 90 days after the end of each fiscal year, the Company shall deliver to each Person who was a Member at any time during such fiscal year a Form K-l and such other information, if any, with respect to the Company as may be necessary for the preparation of such Member’s federal or state income tax (or information) returns, including a statement showing each Member’s share of income, gain or loss and credits for such fiscal year for federal or state income tax purposes.

16.3Elections. The determinations of the Board with respect to the treatment of any item or its allocation for federal, state or local tax purposes shall be binding upon all of the Members so long as such determination shall not be inconsistent with any express term hereof and provided that the Company’s accountants shall not disagree therewith. The Board may authorize the Company to make or revoke the elections referred to in Code Section 754, or any similar provisions enacted in lieu thereof, or any corresponding provisions of state tax laws. Each of the Members will upon request supply the information necessary to give effect to such elections.

16.4Tax Matters Partner. Wayzata II is hereby designated as the “tax matters partner” pursuant to Code Section 6231(a)(7), and in such capacity shall represent the Company in all disputes, controversies or proceedings with the Internal Revenue Service.

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ARTICLE 17

AMENDMENTS

17.1Amendments. This Agreement may be amended by written agreement executed by the Member or Members holding a majority of the outstanding Units; provided, however, that (a) if such amendment materially and adversely affects a Member or type of Member in a manner materially different from any other Member or type of Member, or if such amendment changes any right specifically granted to some Members and not to other Members, then such amendment shall require the consent of the Members whose specific rights are affected or changed; and (b) no amendment shall increase the liability or obligations of any Member without that Member’s consent. This Agreement may also be amended as approved by the Board in connection with the issuance of additional Units in accordance with Section 6.1.

ARTICLE 18

MISCELLANEOUS PROVISIONS

18.1Notices. Except as provided herein, any and all notices, consents, waivers, directions, requests, votes or other instruments or communications provided for herein shall be in writing, signed by the parties giving the same and shall be deemed properly given if sent by registered or certified mail, postage prepaid, by overnight courier service, by hand delivery or by facsimile, and addressed:

(a)in the case of the Company, to the Company at its registered office or the principal executive office of the Company; or

(b)in the case of any of the Members, to their respective addresses or facsimile numbers as set forth on Schedule 1 or signature page hereto, including any amendment thereto, or any counterpart signature page in the case of a Substituted or Additional Member.

Any such notice shall be deemed to be effective as of the date (i) three days after the date on which it was mailed (if mailed by registered or certified mail), (ii) on which confirmation of receipt is received (if sent by facsimile), or (iii) on which it was received (in the case of overnight or hand delivery service or otherwise). Each Member may specify any other address or facsimile number for the receipt of such instruments or communications by giving notice to the Company and the other Members in accordance with this Section 18.1.

18.2Confidentiality.

(a)The Members acknowledge that, as a consequence of their business relationship and activities with each other hereunder, certain Confidential Information (as defined below) has been and will be disclosed by the Members, the Company and the Subsidiaries, including (i) any trade secrets, (ii) any confidential, proprietary or secret designs, programs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company and its Subsidiaries, (iii) any customer or supplier lists, (iv) any confidential, proprietary or secret development or research work,

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(v) any strategic or other business, marketing or sales plans, (vi) any financial data or plans, or (viii) any other confidential or proprietary information or secret aspects of the business of the Company and its Subsidiaries (collectively, “Confidential Information”). The Members acknowledge that the above-described knowledge and information constitutes a unique and valuable asset of the Company and its Subsidiaries, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and its Subsidiaries would be wrongful and may cause irreparable harm to the Company and its Subsidiaries. The Members shall take reasonable steps to protect the confidentiality of such knowledge and information. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes publicly known either generally or in the industry, other than as a result of the breach of this Agreement, (ii) is independently made available to the Member in good faith by a third party who has not violated a confidential relationship with the Company or its Subsidiaries, or (iii) is required to be disclosed by law or legal process. The Members understand and agree that their obligations under this Agreement to maintain the confidentiality of the Confidential Information of the Company and its Subsidiaries are in addition to any obligations of the Members under applicable statutory or common law.

(b)The Members will each hold in confidence and not disclose (except to such Member’s employees, accountants, attorneys, other advisors and equity holders), nor make use of Confidential Information, except (i) as required to fulfill the rights and obligations of the Members hereunder, (ii) with respect to Confidential Information about the Company and its Subsidiaries, as authorized in writing by the Board, (iii) as required by law (in which case such Member will give the Company and/or other Members prompt written notice before disclosure so that the Company and/or other Members may seek a protective order or other appropriate remedy and, if no such protective order or other remedy is obtained, such Member will only disclose that portion of the Confidential Information that he or it is advised by opinion of counsel is legally required to be disclosed and will request confidential treatment of all such disclosed Confidential Information), (iv) disclosures to lenders under any credit facility provided to the Company and/or any of its Subsidiaries, (v) as required for any Member who is an employee, officer or Manager of the Company to perform his or her duties as an employee, officer or Manager in good faith and in the best interest of the Company, subject to any other confidentiality or non-disclosure agreement such employee may have with the Company, (vi) as part of a Member’s normal reporting, rating or review procedure (including normal credit rating or pricing process), (vii) in connection with a Member’s or such Member’s Affiliate’s normal fund raising, marketing, informational or reporting activities, (viii) to a bona fide prospective purchaser of the equity or assets of such Member or its Affiliates (including any prospective- transferee under a Transfer made in accordance with the Securityholders Agreement), provided such prospective purchaser agrees to be bound by the provisions of this Section 18.2, or (ix) disclosures by Members holding at least a majority of the outstanding Units in connection with discussions relating to a Transaction (as defined in the Securityholders Agreement) or other significant business transaction. The Members acknowledge that, in the event of such disclosure to a third party, other than a disclosure required by law, such third party shall be required to maintain the confidentiality of the Confidential Information to the same extent as the Members and the disclosing Member shall be responsible and liable to the Company for any disclosure by such third party.

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(c)The Company and the Members shall have the right to obtain specific performance in the case of any breach of this Section 18.2.

18.3Entire Agreement. Except to the extent otherwise modified in the Securityholders Agreement, this Agreement contains the entire understanding among the Members and the Company and supersedes any prior written or oral agreement between or among them respecting the subject matter contained in this Agreement.

18.4Further Assurances. Each party hereto agrees to take, or cause to be taken, from time to time, all such further or other action as shall reasonably be necessary to make effective, to consummate and to perform the undertakings and obligations contemplated by this Agreement. Specifically, the Members shall from time to time execute or cause to be executed all other documents or cause to be done all filing, recording, publishing, or other acts as may be necessary or desirable to comply with the requirements for the operation of a limited liability company under the laws of the State of Delaware and all other jurisdictions in which the Company may from time to time conduct business.

18.5Partial Invalidity. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision has never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. In lieu of such illegal, invalid or unenforceable provisions there shall be added automatically as a part hereof a provision as similar in terms and economic effect to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

18.6Waivers. No waiver of any provision of this Agreement is valid unless in writing and signed by the Person against whom or which enforcement is sought and any such waiver is effective only in the specific instance described and for the purpose for which the waiver was given. The failure of any party to this Agreement to insist upon or enforce strict performance by any other party to this Agreement of any provision of this Agreement shall not be construed as a waiver or relinquishment of such right or related remedy.

18.7Binding Effect; Assignment; Third Party Beneficiaries.

(a)Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

(b)Assignment. No party to this Agreement shall, or shall have the power to, assign or otherwise transfer its rights and obligations under this Agreement except to the extent related to a transfer of his or its Membership Interest to the extent permitted by, and in compliance with, this Agreement and the terms of any Securityholders Agreement to which such party is subject.

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(c)Third Party Beneficiaries. Except as it relates to Article 12 with respect to any Covered Person, this Agreement shall not confer any rights or remedies on any Person other than the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 18.7(b) above.

18.8Rules of Interpretation.

(a)When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural and vice versa and masculine words shall include the feminine and neuter genders and vice versa.

(b)All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied, and any reference to generally accepted accounting principles shall be to generally accepted accounting principles in the United States of America, consistently applied.

(c)The term “day” shall mean a calendar day. Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in question falls on a day that is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day.

(d)All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time and shall include regulations, ordinances and the like.

(e)The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(f)A reference to Person includes its permitted successors and permitted assigns.

(g)A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to that contained in the document in which such reference appears unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. Reference to any documents, instrument or agreements (i) shall include all exhibits, schedules, annexes, appendices and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

(h)Any Article, Section or Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the text of this Agreement.

37

(i)The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

(j)This Agreement is the result of negotiations among, and has been reviewed by, the Members with the advice of counsel to the extent deemed necessary by any Member. Accordingly, this Agreement shall be deemed to be the product of the Members, and no ambiguity shall be construed in favor of or against any Member.

18.9Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the Members shall be determined in accordance with the applicable provisions of the laws of the State of Delaware without regard to the principles of conflicts of law.

18.10Consent To Jurisdiction.

(A)THE PARTIES HERETO HEREBY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN AND OF THE STATE OF DELAWARE AND TO JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE AND TO THE COURTS TO WHICH AN APPEAL OF THE DECISIONS OF SUCH COURTS MAY BE TAKEN. THE PARTIES HERETO HEREBY FURTHER AGREE NOT TO BRING ANY ACTION OR FILE ANY COMPLAINT AGAINST A PARTY HERETO IN A JURISDICTION OTHER THAN AS SET FORTH IN THIS SECTION 18.10.

(B)EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE IN THE STATE OF DELAWARE, INCLUDING THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH SECTION 18.1.

18.11Waiver Of Jury Trial. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT THEY MAY HAVE TO A JURY TRIAL IN ANY SUIT, ACTION OR PROCEEDING EXISTING UNDER OR RELATING TO THIS AGREEMENT.

18.12Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive his or its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by applicable law or otherwise in this Agreement, except where stated otherwise or where the Act contemplates the limiting of rights and remedies under a limited liability company agreement.

18.13Recovery of Expenses. Each party hereto (the “Breaching Party”) further covenants and agrees to indemnify and hold the other parties hereto harmless from and against all

38

costs and expenses, including reasonable attorney’s fees and disbursements, incurred by such parties in connection with or arising out of any proceeding instituted by such parties against the Breaching Party to enforce the terms and provisions of this Agreement if such parties are successful in whole or in part in such proceeding.

18.14Amended and Restatement of Predecessor Agreement. The Members and the Company, including without limitation, the Initial Members, acknowledge and agree that this Agreement amends and restates the Predecessor Agreement in its entirety.

18.15Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one and the same instrument, binding upon all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. Facsimile transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such facsimile signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

**[SIGNATURE PAGES TO FOLLOW]**

39

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

GREDE HOLDINGS LLC
By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President and Chief Executive Officer

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

WAYZATA OPPORTUNITIES FUND II, L.P.
By: WOF II GP, L.P., its General Partner
By: WOF II GP, LLC, its General Partner
By:	/s/ Joseph M. Deignan
Name:	Joseph M. Deignan
Title:	Authorized Signatory

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

GSC RIII - GREDE CORP.
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

GSC RIII PARALLEL - GREDE, LLC
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

GSC RECOVERY III ASSET TRUST
By:	/s/ Peter Frank
Name:	Peter Frank
Title:	Authorized Signatory

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grade Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

(In its capacity as a Member)
TCW Shared Opportunity Fund IV, L.P.
By:	TCW Asset Management Company, its Investment Adviser
By:	/s/ [ILLEGIBLE]
By:	/s/ [ILLEGIBLE]

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

TCW Shared Opportunity Fund IVB, L.P.
By:	TCW Asset Management Company, its Investment Adviser
By:	/s/ [ILLEGIBLE]
By:	/s/ [ILLEGIBLE]

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amended and Restated Limited Liability Company Agreement as of the date and year first above written.

TCW SHOP IV Subsidiary Investment (Grede), Inc.
By:	TCW Asset Management Company, its Investment Adviser
By:	/s/ [ILLEGIBLE]
By:	/s/ [ILLEGIBLE]
(In its capacity as an Indirect Member)
TCW Shared Opportunity Fund IV, L.P.
By:	TCW Asset Management Company, its Investement Adviser
By:	/s/ [ILLEGIBLE]
By:	/s/ [ILLEGIBLE]

[Signature Page to Amended and Restated Limited Company Agreement of Grede Holdings LLC]

Schedule 1

to Amended and Restated

Limited Liability Company

Agreement of Grede Holdings LLC

	Membership Interests
Name and Address	Number of Units	Initial Capital Contribution		Opening Capital Account
Wayzata Opportunities Fund II, L.P.	59,653	$	59,653,506	$	59,653,506
c/o Wayzata Investment Partners LLC
Attention: Chris Keenan
701 E. Lake Street
Wayzata, Minnesota 55391
Telephone: (952) 345-0713
Facsimile: (952) 345-8901
GSC RIII - Grede Corp.	15,928	$	15,929,714	$	15,929,714
Attention: David Browne
GSC Group
300 Campus Drive, Suite 110
Florham Park, NJ 07932
Phone: (973) 593-5447
Fax: (973) 593-5454
GSC RIII Parallel - Grede, LLC	13,320	$	13,320,486	$	13,320,486
Attention: David Browne
GSC Group
300 Campus Drive, Suite 110
Florham Park, NJ 07932
Phone: (973) 593-5447
Fax:(973) 593-5454
TCW Shared Opportunity Fund IV, L.P.	1,816	$	1,816,446	$	1,816,446
Attention: Richard Stevenson, Special Situations
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90024
Telephone: (310) 235-5935
Facsimile: (310) 235-5965
TCW Shared Opportunity Fund IVB, LP	425	$	425,027	$	425,027
Attention: Richard Stevenson, Special Situations
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90024
Telephone: (310) 235-5935
Facsimile: (310) 235-5965
TCW Shop IV Subsidiary Investment (Grede), Inc.	302	$	302,074	$	302,074
Attention: Richard Stevenson, Special Situations
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90024
Telephone: (310) 235-5935
Facsimile: (310) 235-5965
Total	91,444	$	91,447,253	$	91,447,253

[Signature Page to Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC]

Schedule 2

to Amended and Restated

Limited Liability Company

Agreement of Grede Holdings LLC

Initial Managers and Officers

Initial Managers

Donald C. Campion

Eugene I. Davis

Christopher E. Keenan

Douglas J. Grimm

David F. Browne

Initial Officers

Douglas J. Grimm, Chief Executive Officer and President

Louis R. Lavorata, Chief Financial Officer and Secretary

Stephen D. Busby, Vice President, Treasurer and Assistant Secretary.

Exhibit A

to Amended and Restated

Limited Liability Company

Agreement of Grede Holdings LLC

COUNTERPART SIGNATURE PAGE TO

LIMITED LIABILITY COMPANY AGREEMENT OF

GREDE HOLDINGS LLC

The undersigned, desiring to become a Member of Grede Holdings LLC (the “Company”), hereby represents, warrants and agrees as follows:

1.Simultaneously with the execution of this counterpart signature page, the undersigned **[is contributing the sum of $                  {in cash} {in the form of                  } to the Company to purchase                  [Units] **[is purchasing from the holder or holders thereof                  Units].

2.The undersigned’s name and mailing address is as follows:

3.The undersigned has received a copy of the Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), and by its execution of this counterpart signature page agrees to all of the terms and conditions thereof applicable to Members of the Company.

4.The undersigned shall become a Member of the Company upon the latest to occur of (i) the undersigned’s execution and delivery of this counterpart signature page, and (ii) the execution and delivery of the Acknowledgment set forth below (which Acknowledgment shall only be delivered if the Company has received the consent of the Members and, if required, the Board under Section 13.1 of the LLC Agreement or the consent of the Board under Section 13.2 of the LLC Agreement) **[, and (iii) receipt by the Company of the contribution set forth above in paragraph 1].

Date:

Exhibit A

to Amended and Restated

Limited Liability Company

Agreement of Grede Holdings LLC

ACKNOWLEDGMENT OF COMPANY

Grede Holdings LLC hereby acknowledges the admission of                   as a Member of the Company as authorized by the Members [**and the Board] of the Company (in the case of an admission under Section 13.1 of the LLC Agreement) or the Board (in the case of an admission under Section 13.2 of the LLC Agreement), as applicable.

	Grede Holdings LLC
Date:	By:
	Name Printed:
	Title:

CONSENT OF MEMBERS

[**include only if required]

[**consent may also be given at a meeting or by separate written action in accordance with the

terms of the LLC Agreement]

The undersigned Members of Grede Holdings LLC hereby consent to the admission of                   as a Member of the Company.

A-2

Exhibit A

to Amended and Restated

Limited Liability Company

Agreement of Grede Holdings LLC

CONSENT OF BOARD

[**include only if required]

** [consent may also be given at a meeting or by separate written action in accordance with the terms of the LLC Agreement]

The undersigned Managers of Grede Holdings LLC hereby consent to the admission of                   as a Member of the Company.

A-3

EX-3.107

Exhibit 3.107

EXECUTION VERSION

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY

AGREEMENT

OF

GREDE HOLDINGS LLC

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Grede Holdings LLC is entered into this 2nd day of June, 2014, by and among (i) ASP Grede Acquisitionco LLC (the “Managing Member”), and (ii) GSC RIII — Grede Corp. and SHOP IV Subsidiary Investment (Grede), Inc. (collectively, with the Managing Member, the “Members”), pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1.Name. The name of the limited liability company governed hereby is Grede Holdings LLC (the “Company”).

2.Certificates. The Company was formed by the filing of a Certificate of Formation with the Secretary of State of the State of Delaware on January 7, 2010 (the “Certificate of Formation”), pursuant to the Act. The Managing Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3.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 all lawful activities for which limited liability companies may be formed under the Act.

4.Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Managing Member pursuant to this Agreement, including Section 15.

5.Principal Business Office. The principal place of business and office of the Company shall be located, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Managing Member.

6.Registered Office. 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, Delaware 19801.

7.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, Delaware 19801.

8.Name and Mailing Address of the Members. The names and the mailing addresses of the Members are set forth on Schedule A.

9.Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 25 of this Agreement.

10.Capital Contributions. Each Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement. The initial contribution of each Member consists of the assets set forth on Schedule A. The total capital of each Member in the Company from time to time shall be referred to as such Member’s “Capital”.

11.Additional Contributions. The Members are not required to make additional capital contributions to the Company.

12.Capital Account. A Capital account (“Capital Account”) shall be maintained for each Member on the books of the Company. Such Capital Account shall be adjusted to reflect each Member’s shares of allocations and distributions as provided in Section 14 of this Agreement, and any additional capital contributions to the Company or distributions from the Company. Such Capital Account shall further be adjusted to conform to the Treasury Regulations under Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as interpreted in good faith by the Managing Member.

13.Profits and Losses. The Profits (as defined below) or Losses (as defined below) incurred by the Company for each taxable year shall be determined on an annual basis. For each taxable year in which the Company realizes Profits or Losses, such Profits or Losses, respectively, shall be allocated to each Member in accordance with its percentage interest as set forth on Schedule A (“Percentage Interest”) at the time of such allocation. As used herein, “Profits” and “Losses” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss for such year or period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments:

a.Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses shall be added to such taxable income or loss; or

2

b.Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses shall be subtracted from such taxable income or loss.

14.Allocations and Distributions.

a.Allocations of Profit and Loss. The Company’s Profit and Loss shall be allocated to the Members in accordance with their Percentage Interests. Whenever a proportionate part of the Company’s Profit and Loss is allocated to a Member, every item of income, gain, loss, deduction and credit entering into the computation of such Profit or Loss applicable to the period during which such Profit or Loss was realized shall be allocated to such Member in the same proportion.

b.Distributions. Distributions shall be made to the Members at such times as determined by the Managing Member in its sole discretion. Each distribution (including distributions made in connection with the dissolution of the Company) shall be shared among the Members in accordance with their Percentage Interests. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to a Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act or other applicable law.

15.Management.

a.The business and affairs of the Company shall be managed by the Managing Member. Subject to the express limitations contained in any provision of this Agreement, the Managing Member shall have complete and absolute control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including, without limitation, doing all things and taking all actions necessary to carrying out the terms and provisions of this Agreement.

b.Subject to the rights and powers of the Managing Member and the limitations thereon contained herein, the Managing Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Managing Member may reasonably determine.

c.The Managing Member shall have the powers set forth above until the earliest to occur of its termination, dissolution or other inability to act in such capacity, at which time the legal representative of the Managing Member shall appoint a successor to the interest of the Managing Member for the purpose of administering the property of the Managing Member.

3

d.The Managing Member is specifically authorized to execute, sign, seal and deliver in the name of and on behalf of the Company any and all agreements, certificates, instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company.

e.The Managing Member may be compensated for its services to the Company, as determined in its sole discretion.

16.Officers. The Managing Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Managing Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such Officer of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 16 may be revoked at any time by the Managing Member. The initial Officers of the Company designated by the Managing Member as of the date hereof are as follows:

Name	Title
Douglas J. Grimm	Chief Executive Officer and President
Louis Lavorata	Senior Vice President and Chief Financial Officer
Stephen D. Busby	Vice President, Treasurer and Assistant Secretary
Loren Easton	Vice President
Eric L. Schondorf	Vice President and Secretary

17.Other Business. The Members may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

18.Exculpation.

a.Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of (i) the Members, (ii) any Affiliate (as defined below) of any Member, (iii) any officer, director, manager,

4

member, shareholder, partner, employee, representative, trustee or agent of any Member or any of such Member’s Affiliates or a spouse of any of the foregoing, or (iv) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Company or any of its Affiliates or a spouse of any of the foregoing (each, a “Covered Person”) shall be obligated personally for any such debts, obligations or liabilities of the Company. For purposes of this Agreement, an “Affiliate” shall mean, with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, with the term “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. In addition, for the purposes hereof, any general partner, limited partner, member or investor of a specified person shall be deemed to be an affiliate of such person.

b.No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or breach of any agreement with the Company.

c.A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Officers, employees or committees of the Company, or by any other Person (as defined below), as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, net income, net losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members may properly be paid. For purposes of this Agreement, the term “Person” shall mean any natural person, corporation, general or limited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

19.Waiver of Certain Duties and Liabilities.

a.To the extent that, at law or in equity, a Covered Person has duties (other than fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they affirmatively restrict, waive or eliminate the duties and liabilities of a Covered Person

5

otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

b.Unless otherwise expressly provided herein, (1) whenever a conflict of interest exists or arises between Covered Persons, or (2) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or any Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

20.Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Indemnified Costs”) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any Indemnified Costs incurred by such Covered Person by reason of fraud, bad faith, willful misconduct or breach of any agreement with the Company with respect to such acts or omissions; provided, however, that any indemnity under this Section 20 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability or any obligation to make any contributions of Capital on account thereof. This indemnification shall be in addition to any other rights to which a Covered Person may be entitled under any agreement, determination by the Managing Member, as a matter of law or equity or otherwise, both as to an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each Covered Person. The Managing Member shall have the authority to cause the Company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any Covered Person. The indemnification rights in this Section 20 and advancement of expenses in Section 21 shall be limited by and in all events subject to any written agreement between the Company and any Officer.

21.Expenses. To the fullest extent permitted by applicable law, the Company shall advance from time to time expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person in defending any claim, demand,

6

action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined that the Covered Person is not entitled to be indemnified as authorized in Section 20.

22.Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Managing Member.

23.Termination of Membership. The rights of a Member to share in the profits and losses of the Company, to receive distributions and to assign its interest in the Company pursuant to Section 24 shall, upon the termination of the legal existence of such Member, devolve on its legal representative for the purpose of administering its property.

24.Assignments. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Member without the prior written consent of the Managing Member, in each case, directly or indirectly (by operation of law or otherwise) and any attempted assignment without the required consents shall be void. No assignment of any obligations hereunder shall relieve such parties hereto of any such obligations. No Member shall be permitted to transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest, without first obtaining the written consent of the Managing Member.

25.Dissolution.

a.The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Managing Member, (ii) the bankruptcy, withdrawal or termination of the legal existence of the last remaining Member, unless the Company is continued without dissolution in accordance with the Act, and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b.In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

26.Tax Matters Member. The Managing Member shall be the tax matters partner within the meaning of Section 6231(a)(7) of the Code. All expenses incurred by the tax matters partner in connection with its duties as tax matters partner shall be expenses of the Company.

27.Tax Matters. The Company shall be treated as a partnership for U.S. federal income tax purposes. The Company (i) will not elect to be treated as an entity other than a partnership, (ii) will not elect, pursuant to Section 761(a) of the Code, to be excluded from the provisions of subchapter K of the Code, (iii) will, to the extent

7

necessary, timely take such actions to ensure that it is treated as a partnership, and (iv) will elect corresponding treatment for all state and local tax purposes.

28.Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

29.Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement.

30.Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof.

31.Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

32.Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to an instrument in writing signed by the Managing Member.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

8

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this Agreement as of the date first written above.

MEMBERS:
ASP GREDE ACQUISITIONCO LLC
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary
GSC RIII – GREDE CORP.
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary
SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SECOND AMENDED AND RESTATED LLC AGREEMENT OF GREDE HOLDINGS LLC]

Schedule A

Members

	Capital
Member	Contribution		Percentage Interest
ASP Grede Acquisitionco LLC c/o American Securities LLC 299 Park Avenue, 34th Floor New York, NY 10171	$	82.30	82.3	%
GSC RIII — Grede Corp. c/o American Securities LLC 299 Park Avenue, 34th Floor New York, NY 10171	$	17.40	17.4	%
SHOP IV Subsidiary Investment (Grede), Inc. c/o American Securities LLC 299 Park Avenue, 34th Floor New York, NY 10171	$	0.30	0.3	%
Total	$	100.00	100.00	%

EX-3.108

Exhibit 3.108

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:55 PM 03/25/2014

FILED 06:15 PM 03/25/2014

SRV 140379286 - 5505114 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

This Certificate of Formation of ASP Grede Intermediate Holdings LLC (the “LLC”) is being duly executed and filed by Eric L. Schondorf, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et, seq.) as amended from time to time.

FIRST: The name of the limited liability company is: ASP Grede Intermediate Holdings LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware and the name and address of the registered agent for service of process on the LLC in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 25th day of March, 2014.

By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:23 PM 08/04/2014

FILED 02:20 PM 08/04/2014

SRV 141031296 - 5505114 FILE

CERTIFICATE OF MERGER

OF

GREDE MERGER SUB, LLC

(a Delaware limited liability company)

with and into

ASP GREDE INTERMEDIATE HOLDINGS LLC

(a Delaware limited liability company)

Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act

ASP Grede Intermediate Holdings LLC, a Delaware limited liability company, does hereby certify:

FIRST: The names and states of each of the constituent limited liability companies to this merger (the “Merger”) are as follows:

Name	Jurisdiction
Grede Merger Sub, LLC	Delaware
ASP Grede Intermediate Holdings LLC	Delaware

SECOND: An Agreement and Plan of Merger, dated as of July 31, 2014, (as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among Metaldyne Performance Group Inc., a Delaware corporation, Grede Merger Sub, LLC, a Delaware limited liability company (the “Disappearing Company”). Metaldyne Merger Sub, Inc., a Delaware corporation, HHI Merger Sub, Inc., a Delaware corporation, ASP Grede Intermediate Holdings LLC, a Delaware limited liability company, ASP MD Holdings, Inc., a Delaware corporation, ASP HHI Holdings, Inc., a Delaware corporation, and solely for purposes of Section 7.03 of the Merger Agreement, ASP Grede Holdings LLC, a Delaware limited liability company, has been approved and executed by ASP Grede Intermediate Holdings LLC and Grede Merger Sub, LLC in accordance with Section 18-209 of the Delaware Limited Liability Company Act.

THIRD: The limited liability company surviving the Merger is ASP Grede Intermediate Holdings LLC (the “Surviving Company”).

FOURTH: The Certificate of Formation of ASP Grede Intermediate Holdings LLC in effect immediately prior to the Merger shall be the Certificate of Formation of the Surviving Company.

FIFTH: The Merger shall become effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

SIXTH: The executed Merger Agreement is on file at the office of the Surviving Company c/o American Securities LLC, at 299 Park Avenue, 34th Floor, New York, NY 10171. A copy of the Merger Agreement will be provided, upon request and without cost to any member of the Surviving Company or any member of the Disappearing Company.

* * * * * * * *

IN WITNESS WHEREOF, the Surviving Company has caused this Certificate of Merger to be signed by an authorized person, this 4th day of August, 2014.

ASP GREDE INTERMEDIATE HOLDINGS LLC
By:	/s/ Eric L. Schondorf
Name:	Eric L. Schondorf
Title:	Vice President and Secretary

[SIGNATURE PAGE TO CERTIFICATE OF MERGER]

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:42 PM 09/23/2014

FILED 11:44 AM 09/23/2014

SRV 141209801 - 5505114 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.             The name of the limited liability company is ASP GREDE INTERMEDIATE HOLDINGS LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

EX-3.109

Exhibit 3.109

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASP GREDE INTERMEDIATE HOLDINGS LLC

This Limited Liability Company Agreement (this “Agreement”) of ASP Grede Intermediate Holdings LLC is entered into this 25th day of March, 2014 by ASP Grede Holdings LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1.     Name. The name of the limited liability company governed hereby is ASP Grede Intermediate Holdings LLC (the “Company”).

2.     Certificates. Eric L. Schondorf, as an authorized person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3.     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 all lawful activities for which limited liability companies may be formed under the Act.

4.     Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 12.

5.     Principal Business Office. The principal place of business and office of the Company shall be located, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6.     Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7.     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 Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8.     Name and Mailing Address of the Member. The name and the mailing address of the Member are as follows:

Name	Address
ASP Grede Holdings LLC	299 Park Avenue, 34th Floor New York, NY 10171

9.     Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 19 of this Agreement.

10.  Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member or any Officer (as hereinafter defined), employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11.  Distributions. The Member shall be entitled to receive distributions, including, without limitation, tax distributions or distributions in connection with the liquidation, dissolution or winding up of the affairs of the Company, when and as determined by the Member, in its sole discretion, out of funds of the Company legally available therefore, net of any reserves, payable on such record date to the Member. All determinations made pursuant to this Section 11 shall be made by the Member in its sole discretion.

12.  Management.

a.     The business and affairs of the Company shall be managed by the Member. Subject to the express limitations contained in any provision of this Agreement, the Member shall have complete and absolute control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including, without limitation, doing all things and taking all actions necessary to carrying out the terms and provisions of this Agreement.

b.     Subject to the rights and powers of the Member and the limitations thereon contained herein, the Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

c.     The Member shall have the powers set forth above until the earliest to occur of its termination, dissolution or other inability to act in such capacity, at which time the legal representative of the Member shall appoint a successor to the interest of the Member for the purpose of administering the property of the Member.

d.     The Member is specifically authorized to execute, sign, seal and deliver in the name of and on behalf of the Company any and all agreements, certificates,

2

instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company.

e.     The Member may be compensated for its services to the Company, as determined in its sole discretion.

13.  Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such Officer of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 13 may be revoked at any time by the Member.

14.  Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

15.  Exculpation and Indemnification.

a.     Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of (i) the Member, (ii) any Affiliate of the Member, (iii) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Member or any of its Affiliates or a spouse of any of the foregoing, or (iv) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Company or any of its Affiliates or a spouse of any of the foregoing (each a “Covered Person”) shall be obligated personally for any such debt, obligation or liability of the Company.

b.     No Covered Person shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or to any other Covered Person for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company. Whenever in this Agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard (including any legal or equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of law or in equity or otherwise.

c.     A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters that the Covered Person reasonably believes are within such Person’s professional or expert competence.

3

d.

i.              The Company shall indemnify, defend and hold harmless each Covered Person against any losses, claims, damages, liabilities, expenses (including all reasonable fees and expenses of counsel), judgments, orders, decrees, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which such Covered Person may be involved or to which such Covered Person may become subject, in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, order, decree, fine, settlement or other amount is a result of such Covered Person not acting in good faith on behalf of the Company. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of any act or omission performed or omitted by such Covered Person that was not in good faith on behalf of the Company, the Company shall reimburse such Covered Person for his or her reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, however, that such Covered Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to him or her if it shall be finally judicially determined that such Covered Person was not entitled to be indemnified by the Company in connection with such action, suit, proceeding or investigation.

ii.             The obligations of the Company under this Section 15(d) shall be satisfied solely out of and to the extent of the Company’s assets, and no Covered Person shall have any personal liability on account thereof.

16.  Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

17.  Termination of Membership. The rights of the Member to share in the profits and losses of the Company, to receive distributions and to assign its interest in the Company pursuant to Section 18 shall, upon the termination of the legal existence of the Member, devolve on its legal representative for the purpose of administering its property.

18.  Assignments. The Member may transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest, as determined in its sole discretion. For purposes hereof, an “Affiliate” shall mean, with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, with the term “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. In addition, for the purposes hereof, any general partner, limited partner, member or investor of a specified person shall be deemed to be an affiliate of such person.

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19.  Dissolution.

a.     The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the bankruptcy, withdrawal or termination of the legal existence of the Member, unless the Company is continued without dissolution in accordance with the Act, and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b.     In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

20.  Tax Matters. The Company shall be treated as a “disregarded entity” (within the meaning of Treasury Regulation § 301.7701-3) for U.S. federal income tax purposes. The Company (i) will not elect to be treated as an association taxable as a corporation, (ii) will, to the extent necessary, timely take such actions to ensure that it is treated as a disregarded entity, and (iii) will elect corresponding treatment for all state and local tax purposes.

21.  Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

22.  Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

23.  Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

24.  Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to an instrument in writing signed by the Member.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
ASP GREDE HOLDINGS LLC
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO LLC AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC]

EX-3.110

Exhibit 3.110

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

of

ASP GREDE INTERMEDIATE HOLDINGS LLC

Dated as of July 24, 2014

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND USAGE
SECTION 1.01.	Definitions	1
SECTION 1.02.	Usage Generally; Interpretation	8
ARTICLE II
ORGANIZATION AND OTHER MATTERS
SECTION 2.01.	Formation	9
SECTION 2.02.	Company Name	9
SECTION 2.03.	Business Purpose	9
SECTION 2.04.	Registered Agent and Registered Office	9
SECTION 2.05.	Qualification in Other Jurisdictions	9
SECTION 2.06.	Principal Place of Business	9
SECTION 2.07.	Term	9
SECTION 2.08.	New Members	10
SECTION 2.09.	Members’ Interests	10
ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS
SECTION 3.01.	Capital Contributions of the Members	10
SECTION 3.02.	Participation Rights	10
SECTION 3.03.	Additional Capital Contributions	11
SECTION 3.04.	Claims of Members	11
SECTION 3.05.	Intentionally Omitted	11
SECTION 3.06.	Intentionally Omitted	11
SECTION 3.07.	Intentionally Omitted	11
SECTION 3.08.	Withdrawal of Capital	11
SECTION 3.09.	Cash Distributions	11
SECTION 3.10.	Intentionally Omitted	12
SECTION 3.1l.	General Limitation	12
SECTION 3.12.	Distributions in Kind	12
SECTION 3.13.	Set off	12
ARTICLE IV
ACCOUNTING; TAX MATTERS
SECTION 4.01.	Books and Records	12
SECTION 4.02.	Accountants	13
SECTION 4.03.	Tax Treatment	13
SECTION 4.04.	Tax Information	14

i

TABLE OF CONTENTS

(cont.)

		Page
ARTICLE V
MANAGEMENT OF THE COMPANY; MANAGERS; OFFICERS
SECTION 5.01.	Board of Managers	14
SECTION 5.02.	Number, Tenure and Qualification; Managers	14
SECTION 5.03.	Quorum and Manner of Acting	15
SECTION 5.04.	Place of Meetings	15
SECTION 5.05.	Annual and Regular Meetings	15
SECTION 5.06.	Special Meetings	16
SECTION 5.07.	Notice of Meetings; Waiver of Notice	16
SECTION 5.08.	Committees	16
SECTION 5.09.	Board or Committee Action Without a Meeting	16
SECTION 5.10.	Participation in Board or Committee Meetings by Conference Telephone	16
SECTION 5.11.	Resignation and Removal of Managers	16
SECTION 5.12.	Vacancies	17
SECTION 5.13.	Compensation	17
SECTION 5.14.	Officers	17
ARTICLE VI
MEMBERS
SECTION 6.01.	Power of the Members; Voting	18
SECTION 6.02.	Meetings of Members; Action by Written Consent	18
SECTION 6.03.	Competing Opportunity	19
SECTION 6.04.	Non-Competitions; Non-Solicitation	19
SECTION 6.05.	Intentionally Omitted	21
SECTION 6.06.	Purchase of Minority Units Upon Termination of Employment	21
ARTICLE VII
TRANSFERS
SECTION 7.01.	Limitations on Transfer	23
SECTION 7.02.	Right of First Offer	24
SECTION 7.03.	Certain Permitted Transfers	25
SECTION 7.04.	Tag-Along Rights	26
SECTION 7.05.	Drag-Along Rights	27
ARTICLE VIII
CONVERSION TO IPO CORPORATION; EXCHANGE OF INTERESTS
SECTION 8.01.	Conversion to IPO Corporation	28
SECTION 8.02.	Exchange of Interests Other Than in Connection with an IPO	29

ii

TABLE OF CONTENTS

(cont.)

		Page
ARTICLE IX
REGISTRATION
SECTION 9.01.	Piggyback Rights	30
SECTION 9.02.	Registration of AS Persons	30
SECTION 9.03.	Other Registration-Related Matters	32
SECTION 9.04.	Indemnification	34
ARTICLE X
REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
SECTION 10.01.	Organization; Standing and Power	37
SECTION 10.02.	Authority; Execution and Delivery; Enforceability	37
SECTION 10.03.	No Conflicts; Consents	37
SECTION 10.04.	Investment Intent	38
ARTICLE XI
LIMITATION ON LIABILITY; EXCULPATION
AND INDEMNIFICATION
SECTION 11.01.	Limitation on Liability	38
SECTION 11.02.	Exculpation and Indemnification	38
ARTICLE XII
DISSOLUTION; LIQUIDATION
SECTION 12.01.	Withdrawal of Members	39
SECTION 12.02.	Dissolution	39
SECTION 12.03.	Distribution Upon Dissolution	40
ARTICLE XIII
CERTIFICATES AND UNITS
SECTION 13.01.	Certificates	41
SECTION 13.02.	Transfer of Units	42
SECTION 13.03.	Regulations	42
SECTION 13.04.	Registered Members	42
SECTION 13.05.	Economic and Voting Privileges	42
ARTICLE XIV
ADDITIONAL AGREEMENTS
SECTION 14.01.	Intentionally Omitted	42
SECTION 14.02.	Mergers, Etc.	42

iii

TABLE OF CONTENTS

(cont.)

		Page
SECTION 14.03.	Irrevocable Proxy; Conflicting Agreements	42
SECTION 14.04.	Additional Securities Subject to this Agreement	43
ARTICLE XV
MISCELLANEOUS
SECTION 15.01.	Severability	43
SECTION 15.02.	Notices	43
SECTION 15.03.	Headings	44
SECTION 15.04.	Entire Agreement	44
SECTION 15.05.	Counterparts	44
SECTION 15.06.	Amendments; Waiver	44
SECTION 15.07.	Confidential Information	45
SECTION 15.08.	Further Assurances	45
SECTION 15.09.	Governing Law	45
SECTION 15.10.	Successors and Assigns	46
SECTION 15.11.	Third Parties	46
SECTION 15.12.	Equitable Remedies	46

iv

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of ASP Grede Intermediate Holdings LLC (the “Company”), dated as of June 2, 2014, by and among (i) ASP Grede Holdings LLC, a Delaware limited liability company (together with its respective successors and permitted assigns and transferees, the “AS Investor”), and (ii) each other Person who holds Units or other equity securities of the Company and executes a writing reasonably satisfactory in form and substance to the Company and the AS Investor pursuant to which such Person agrees to become a party to, and to be bound by, the terms of this Agreement (together with each Person who executes an Assumption Agreement and falls under clause (a) of the definition of Assumption Agreement, the “Minority Investors”).

WHEREAS, the Company was formed on March 25, 2014 as a limited liability company pursuant to the provisions of the Delaware Act by the filing of the Certificate with the Secretary of State of the State of Delaware and by entering into a limited liability company agreement (the “Initial Agreement”) pursuant to which AS Investor became a member of the Company;

WHEREAS, as of the date of this Agreement, the AS Investor holds all of the outstanding Units and no other equity interests or equity securities of the Company are outstanding; and

WHEREAS, the AS Investor desires to enter into this Agreement in the form hereof, among other things, to amend and restate the Initial Agreement in its entirety.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

SECTION 1.01.Definitions. The following terms shall, for the purposes of this Agreement have the following meanings.

“Affiliate” of any Person shall mean any other Person that, directly or indirectly, Controls, is under common Control with or is Controlled by such Person. In addition, solely for the purposes of the definition of “Covered Person”, any general partner or limited partner of a specified Person or a Person who holds a direct or indirect, contingent or otherwise, equity interest in a specified Person shall be deemed to be an Affiliate of such Person.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Applicable Law” shall have the meaning set forth in Section 10.03.

“AS Demand Party” shall have the meaning set forth in Section 9.02(a).

“AS Investor” shall have the meaning set forth in the preamble hereto.

“AS Nominee” shall have the meaning set forth in Section 5.02(d).

“AS Person(s)” shall mean, any of the following individually, or such Persons collectively, as the context requires: (i) the AS Investor, (ii) ASP Grede Investco LP, (iii)

1

American Securities Partners VI, L.P., (iv) American Securities Partners VI(B), L.P., (v) American Securities Partners VI(C), L.P., (vi) American Securities Partners VI(D), L.P., (vii) any general or limited partnership, corporation or limited liability company having as a general partner, controlling equity holder or managing member (whether directly or indirectly) a Person who is a member of American Securities LLC or an Affiliate of any such Person and (viii) any successor of any of the foregoing.

“AS Sale” shall have the meaning set forth in Section 7.04(a).

“Assumption Agreement” shall mean a writing reasonably satisfactory in form and substance to the Company and the AS Investor whereby a transferee of Units or other equity securities of the Company becomes a party to, and agrees to be bound by (to the same extent as its transferor), the terms of this Agreement (i.e., (a) if the transferor of such Units or other equity securities of the Company was a Minority Investor, such transferee will be subject to the same rights and obligations as such Minority Investor and (b) if the transferor of such Units or other equity securities of the Company was an AS Person, such transferee will be subject to the same rights and obligations as such AS Person).

“Available Units” shall have the meaning set forth in Section 6.06(e).

“Board” shall have the meaning set forth in Section 5.01(a).

“Business Day” shall mean any day other than Saturday, Sunday or any other day on which commercial banks are required or permitted to close by law in The City of New York.

“Call Option” shall have the meaning set forth in Section 6.06(a).

“Call Period” shall have the meaning set forth in Section 6.06(b).

“Capital Contributions” shall mean the total amount of cash and the Fair Market Value of any property contributed to the Company.

“Cause” shall mean that:

(a)an employee has committed a deliberate and premeditated act against the interests of the Company, including an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against the Company, including, but not limited to, the offer, payment, solicitation or acceptance of any unlawful bribe or kickback with respect to the Company’s business; or

(b)an employee has been convicted by a court of competent jurisdiction of, or pleaded guilty or nolo contendere to, any felony or any crime involving moral turpitude; or

(c)an employee has failed to perform or neglected the material duties incident to his or her employment with the Company on a regular basis, and such refusal or failure shall have continued for a period of 20 days after written notice to such employee specifying such refusal or failure in reasonable detail; or

(d)an employee has been chronically absent from work (excluding vacations, illnesses, Disability or leaves of absence approved by the Board); or

2

(e)an employee has refused, after explicit written notice, to obey any lawful resolution of or direction by the Board which is consistent with the duties incident to his or her employment with the Company and such refusal continues for more than 20 days after written notice is given to such employee; or

(f)an employee has materially breached any of the terms contained in any employment agreement, non-competition agreement, confidentiality agreement or similar type of agreement to which such employee is a party; or

(g)an employee has engaged in (i) the unlawful use (including being under the influence) or possession of illegal drugs on the Company’s premises or (ii) habitual drunkenness.

Any voluntary termination of employment by an employee in anticipation of an involuntary termination of such employee’s employment for Cause shall be deemed to be a termination for “Cause.” In the event that an employee is party to an employment, severance or similar agreement, or non-competition or similar type of agreement, with the Company or any of its Affiliates and such agreement contains a definition of “Cause”, the definition of “Cause” set forth above shall be deemed replaced and superseded, with respect to such employee, by the definition of “Cause” used in such agreement.

“Certificate” shall mean the certificate of formation of the Company and any and all amendments thereto and restatements thereof filed on behalf of the Company with the office of the Secretary of State of Delaware pursuant to the Delaware Act.

“Class A Member” shall mean any Member who holds any Class A Units in its capacity as the holder of such Class A Unit.

“Class A Units” shall mean the Units authorized by the Company pursuant to this Agreement and designated as Class A Units.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor law.

“Company” shall have the meaning set forth in the preamble hereto.

“Compensation Committee” shall mean the compensation committee of the Board or, if no compensation committee has been appointed, the Board (acting by a majority).

“Competitive Opportunity” shall have the meaning set forth in Section 6.03(b).

“Confidential Information” shall have the meaning set forth in Section 15.07.

“Contingencies” shall have the meaning set forth in Section 12.03(d)(ii).

“Contract” shall have the meaning set forth in Section 10.03.

“Control” shall mean, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities,

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by Contract or otherwise. The terms “Controlled” and “Controlling” shall have correlative meanings.

“Covered Person” shall mean (a) any Member, (b) any Affiliate of a Member, (c) any officer, director, manager, shareholder, partner, employee, representative, trustee or agent or spouse thereof of a Member or any Affiliate of a Member or (d) any officer, director, manager, shareholder, partner, employee, representative, trustee or agent or spouse thereof of the Company or any Affiliate of the Company.

“Delaware Act” shall mean the Delaware Limited Liability Company Act 6 Del. C. § 18-101, et seq., as the same may be amended from time to time.

“Disability” shall mean a physical or mental disability to the extent that an employee cannot perform his or her duties as an employee (in his or her then-current position) of the Company or any subsidiary of the Company for a period of 90 consecutive days. In the event that an employee is party to an employment, severance or similar agreement, or non-competition or similar type of agreement, with the Company or any of its Affiliates and such agreement contains a definition of “Disability”, the definition of “Disability” set forth above shall be deemed replaced and superseded, with respect to such employee, by the definition of “Disability” used in such agreement.

“Dragging Parties” shall have the meaning set forth in Section 7.05(a).

“Drag-Along Notice” shall have the meaning set forth in Section 7.05(b).

“Exempted Persons” shall have the meaning set forth in Section 6.03(a).

“Fair Market Value” shall mean (a) in the case of securities, (i) if equity securities of the Company are listed on a national stock exchange, the officially quoted closing price on such stock exchange, (ii) if equity securities of the Company are listed on the NASDAQ National Market, the officially quoted closing price on NASDAQ, (iii) if equity securities of the Company are listed on NASDAQ but not on the National Market, the average of the closing bid and asked prices reported by NASDAQ, in each case on the date as of which the value is to be determined (or if such date is not a trading day, as of the preceding trading day), or (iv) if equity securities of the Company are not listed on either a national stock exchange or NASDAQ, the fair market value as determined by the Board in its sole discretion, subject only to the requirement that the Board shall have made such determination in good faith and (b) in the case of any other property, the fair market value of the consideration or amount that may be reasonably expected to be paid or given in exchange for equity securities of the Company as determined by the Board in its sole discretion, subject only to the requirement that the Board shall have made such determination in good faith, in an exchange between a willing buyer and an unrelated willing seller, with equity to both, neither under any compulsion to buy or sell, and both fully aware of all relevant facts, as of the specified date.

“Fiscal Year” shall mean the fiscal year of the Company and shall, except as otherwise required by Section 441 of the Code, be the calendar year. The Fiscal Year shall be the same for financial statement and federal income tax purposes.

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“Good Reason” shall, with respect to a Member who is an employee of the Company or any of its Affiliates, mean (a) a material diminution in employee’s title, duties, authorities, or reporting responsibilities, without employee’s prior consent or (b) a reduction of employee’s base salary or target bonus incentive opportunity under any bonus or incentive plan without employee’s prior consent. Notwithstanding the foregoing, no event described in the preceding sentence shall constitute termination for Good Reason unless the employee gives the Company notice of the event within the 60 day period following the occurrence of such event. In the event that an employee is party to an employment, severance or similar agreement, or non-competition or similar type of agreement, with the Company or any of its Affiliates and such agreement contains a definition of “Good Reason”, “Termination for Good Reason” or similar term, the definition of “Good Reason” set forth above shall be deemed replaced and superseded, with respect to such employee, by such definition used in such agreement.

“Governmental Authority” shall have the meaning set forth in Section 10.03.

“Holder” shall have the meaning set forth in Section 9.03(a).

“Indemnified Parties” shall have the meaning set forth in Section 9.04(a).

“Independent Accounting Firm” shall have the meaning set forth in Section 4.02.

“Individual Class A Percentage Interest” shall mean an individual Class A Member’s percentage interest in the Class A Units determined by dividing (x) the number of Class A Units held by such Member by (y) the total number of Class A Units then outstanding.

“Initial Agreement” shall have the meaning set forth in the recitals.

“Initiating Party” shall have the meaning set forth in Section 9.01(a).

“IPO” shall mean the completion of a Public Offering of equity securities of the Company (or of a successor entity thereto, including an IPO Corporation) at the conclusion of which the aggregate value of equity securities of the Company (or of a successor entity thereto, including an IPO Corporation) that have been sold to the public pursuant to such Public Offering or previous Public Offerings is equal to or exceeds $100 million and at the time of which Public Offering equity securities of the Company are or become listed on a national securities exchange or on the NASDAQ Stock Market or NASDAQ National Market.

“IPO Conversion” shall have the meaning set forth in Section 8.01(a).

“IPO Corporation” shall have the meaning set forth in Section 8.01(a).

“Issuance” shall have the meaning set forth in Section 3.02(a).

“Issuance Notice” shall have the meaning set forth in Section 3.02(a).

“Judgment” shall have the meaning set forth in Section 10.03.

“Legend” shall have the meaning set forth in Section 13.01(b).

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“Liquidation Agent” shall have the meaning set forth in Section 12.03(a).

“Losses” shall have the meaning set forth in Section 9.04(e).

“Manager” shall have the meaning set forth in Section 5.02(a).

“Members” shall mean collectively the Persons who own any Units and “Member” shall mean any Person who owns any Units. All references herein to “Members” and “Member,” as applicable, shall be to those Members and Member, as applicable, then existing.

“Member Material Adverse Effect” shall have the meaning set forth in Section 10.01.

“Minority Investors” shall have the meaning set forth in the preamble to this Agreement.

“Minority Units” shall mean all Units or other equity securities of the Company issued to or held by any Minority Investor, including all Units purchased by a Minority Investor for cash or issued in connection with the exercise of an option or by way of a distribution or sale in connection with any conversion, merger, consolidation, recapitalization or other reorganization affecting the Units or other equity securities of the Company. Minority Units will continue to be Minority Units in the hands of any transferee other than the Company or an AS Person.

“Officers” shall have the meaning set forth in Section 5.14(a).

“Permitted Third Party Transfer Date” shall mean, in the case of any Minority Investor, the 10th anniversary of the date on which such Minority Investor was originally issued Units or other equity securities of the Company proposed to be sold pursuant to Section 7.02(a).

“Permitted Transferee” shall mean any Person to whom Units or other equity securities of the Company are transferred in a Transfer in accordance with Section 7.03 and not in violation of this Agreement and who is required to, and does, execute and deliver to the Company an Assumption Agreement, and includes any Person to whom a Permitted Transferee of a Minority Investor (or a Permitted Transferee of a Permitted Transferee) so further Transfers Units or other equity securities of the Company and who is required to, and does, execute and deliver to the Company an Assumption Agreement.

“Person” shall mean any individual, partnership, corporation, limited liability company, trust, joint stock company, business trust, unincorporated association, joint venture, Governmental Authority or other legal entity of any nature whatsoever.

“Piggy-Back Securities” shall have the meaning set forth in Section 9.01(a).

“Proposed Transferee” shall have the meaning set forth in Section 7.04(a).

“Protective Agreements” shall have the meaning set forth in Section 6.04(d).

“Public Offering” shall mean the sale of Units or other equity securities of the Company (or of a successor entity thereto, including an IPO Corporation) to the public pursuant to

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an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act in connection with an underwritten offering.

“Public Subsidiary” shall have the meaning set forth in Section 8.01(a).

“Public Subsidiary Securities” shall mean the equity securities of a Public Subsidiary.

“Qualified Purchaser” shall mean any Person to whom any Minority Investor wishes to sell Units or other equity securities of the Company pursuant to Section 7.02; provided, that, such Person (a) shall not be, directly or indirectly, engaged in any business which is in competition with the Company or any of its direct or indirect subsidiaries, (b) shall have been approved by the Company (which approval shall not be unreasonably denied except in the case of (A) potential interference with the Company’s strategy or (B) any reasonably foreseeable potential adverse effect on the Company or any of its Members, as determined by the Company in good faith) and (c) executes and delivers to the Company and the AS Investor an Assumption Agreement.

“Registrable Securities” shall mean any Units or other equity securities of the Company (or of a successor entity thereto, including an IPO Corporation) held by the Members. For purposes of this Agreement, any Registrable Securities held by any Person will cease to be Registrable Securities when (a) a registration statement covering such Registrable Securities has been declared effective and such Registrable Securities have been disposed of pursuant to such effective registration statement, (b) all Registrable Securities held by such Person may be offered and sold pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act in a single transaction or series of transactions over a 90-day period, or (c) such Registrable Securities cease to be outstanding.

“Registration Expenses” shall mean any and all expenses incident to the performance by the Company (or by a successor entity thereto, including an IPO Corporation) of its obligations under Section 9.01 and Section 9.02, including (a) all SEC, stock exchange, National Association of Securities Dealers, Inc. and other comparable regulatory agencies, registration and filing fees, (b) all fees and expenses of the Company (or of a successor entity thereto, including an IPO Corporation) in complying with securities or “blue sky” laws (including fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications), (c) all printing, messenger and delivery expenses of the Company (or of a successor entity thereto, including an IPO Corporation), (d) the fees and disbursements of counsel for the Company (or for a successor entity thereto, including an IPO Corporation) and of its independent accountants, including the expenses of any “cold comfort” letters required by or incident to such performance and compliance, and (e) fees and disbursements customarily paid by issuers of securities (but not underwriters’ or sales agents’ discounts or similar compensation).

“Remaining Units” shall have the meaning set forth in Section 7.02(b).

“Right” shall have the meaning set forth in Section 3.02(a).

“SEC” shall mean the U.S. Securities and Exchange Commission.

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“Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“Shareholders’ Agreement” shall have the meaning set forth in Section 8.02.

“Shortfall Units” shall have the meaning set forth in Section 7.02(b).

“Tag-Along Acceptance” shall have the meaning set forth in Section 7.04(a).

“Tag-Along Notice” shall have the meaning set forth in Section 7.04(a).

“Tagging Member” shall have the meaning set forth in Section 7.04(a).

“Termination Date” shall mean the date on which a Termination Event occurs.

“Termination Event” shall mean (a) the termination of the employment or consultancy of a Minority Investor with the Company or any of its subsidiaries or (b) the cessation of the service of a Minority Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Units to such Minority Investor as a Permitted Transferee) as a non-employee manager, director, consultant or independent contractor of the Company or any of its subsidiaries.

“Third Party” shall have the meaning set forth in Section 7.05.

“Transfer” shall mean a transfer, sale, assignment, pledge, hypothecation or other disposition (including by operation of law), whether directly or indirectly pursuant to the creation of a derivative security, the grant of an option or other right.

“Transfer Notice” shall have the meaning set forth in Section 7.02(a).

“Transfer Units” shall have the meaning set forth in Section 7.02(a).

“Units” shall mean all units of the Company which represent limited liability company membership interests in the Company, including the Class A Units.

“Waiver” shall have the meaning set forth in Section 15.06(c).

SECTION 1.02.Usage Generally; Interpretation. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. Words in the singular or the plural include the plural or the singular, as the case may be. The use of the word “or” is not exclusive. All references herein to Articles, Sections, Subsections, recitals and paragraphs shall be deemed to be references to Articles, Sections, Subsections, recitals and paragraphs of this Agreement unless the context otherwise requires. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The words “hereof, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise expressly provided herein, any statute or law defined or referred to herein shall mean such statute or law as from time to time amended, modified or supplemented,

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including by succession of comparable successor statutes. Except to the extent a provision of this Agreement expressly incorporates federal income tax rules by reference to sections of the Code or is expressly prohibited or ineffective under the Delaware Act, this Agreement shall govern, even when inconsistent with, or different from, the provisions of the Delaware Act or any other law or rule.

ARTICLE II

ORGANIZATION AND OTHER MATTERS

SECTION 2.01.Formation. The Company was formed on March 25,2014 as a limited liability company pursuant to the provisions of the Delaware Act by the filing of the Certificate with the Secretary of State of the State of Delaware. Each Member hereby adopts, confirms and ratifies the Certificate and all acts taken in connection therewith.

SECTION 2.02.Company Name. The name of the Company is ASP Grede Intermediate Holdings LLC. The Board may change the name of the Company from time to time as it deems advisable.

SECTION 2.03.Business Purpose. The purpose and the business of the Company shall be to engage in any lawful business for which a limited liability company may be organized under the Delaware Act. The Company shall have all powers reasonably necessary, suitable or convenient for the furtherance of the business in accordance with, and subject to the terms and conditions of, this Agreement and the Delaware Act.

SECTION 2.04.Registered Agent and Registered Office. The registered agent for service of process is Corporation Service Company and the mailing address for the registered office of the Company in the State of Delaware is in care of Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington (New Castle County), Delaware 19808. Such agent and such office may be changed from time to time by the Board.

SECTION 2.05.Qualification in Other Jurisdictions. The Board shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business in which such qualification, formation or registration is required or desirable.

SECTION 2.06.Principal Place of Business. The Company’s principal place of business shall be located at c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, New York 10171. The Board may change the Company’s principal place of business at any time and may establish other offices or places of business at other locations.

SECTION 2.07.Term. The term of the Company began on March 25, 2014, the date the Certificate was filed with the office of the Secretary of State of Delaware, and shall continue until terminated as provided in Article XII hereto or as otherwise provided by law.

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SECTION 2.08.New Members. The Board may establish eligibility requirements for the admission of a subscriber as a Member and may refuse to admit any subscriber who fails to satisfy such eligibility requirements. Each eligible Person who subscribes for Units to be issued or reissued by the Company shall be admitted as a Member of the Company at the time (a) such Person agrees to be bound by the provisions hereof (including the representations and warranties set forth in Article X) by executing an instrument satisfactory to the Board whereby such Person becomes a party to this Agreement as a Member, (b) the Board accepts such instrument on behalf of the Company and (c) the subscriber makes the required capital contribution, if any. Except as provided in this Agreement, existing Members shall have no preemptive or similar right to the issuance or reissuance of Units of any class of the Company.

SECTION 2.09.Members’ Interests. The Members shall have no interest in the Company other than the interests conferred by this Agreement and represented by the Units, which shall be deemed to be personal property having only the rights provided in this Agreement. Ownership of a Unit shall not entitle a Member to any title in or to the whole or any part of the property of the Company or right to call for a partition or division of the same or for an accounting.

ARTICLE III

CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; DISTRIBUTIONS

SECTION 3.01.Capital Contributions of the Members.

(a)Each Class A Member has contributed, or has caused its Affiliates to contribute, a certain amount of consideration, a record of which will be maintained by the Company. The agreed value of the Capital Contributions shall be recorded in the books and records of the Company. Each Member has, in consideration for its Capital Contribution, received a certain number of Units which will be recorded in the books and records of the Company.

(b)After the date hereof, the Company may issue additional Class A Units as determined by the Board. Upon the receipt of any additional Capital Contribution, the Company shall issue new Class A Units, as determined by the Board, to the Person making such Capital Contribution in respect of such Capital Contribution.

(c)Upon the receipt of any additional Capital Contributions and/or the issuance of any additional Units, the books and records of the Company will be amended, as applicable, to reflect such additional Capital Contributions and/or the issuance of any additional Units.

SECTION 3.02.Participation Rights.

(a)The Company shall not issue (an “Issuance”) additional Units or other equity securities of the Company to any Person (other than (i) Units or other equity securities of the Company issued upon the exchange, exercise or conversion of options, warrants, convertible membership interests, rights, calls or other securities exchangeable or exercisable for or convertible into such class of Units or other securities in accordance with the terms thereof), (ii) Units or other equity securities of the Company issued in connection with any unit split, dividend or recapitalization of the Company, (iii) Units or other equity securities of the Company issued by the Company pursuant to the acquisition of, or investment in, another corporation, limited liability company, partnership or other business or entity or the acquisition of a material

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portion of the assets thereof (whether through a purchase of securities, merger, consolidation, purchase of assets or otherwise), including joint ventures and strategic alliances, (iv) Units or other equity securities of the Company issued to credit financing sources in connection with a debt financing of the Company, (v) Units or other equity securities of the Company issued to employees, officers, directors or consultants of, or other providers of services to, the Company or any of its subsidiaries, (vi) Units or other equity securities of the Company issued in connection with a Public Offering or (vii) Units or other equity securities of the Company where the net proceeds to the Company from such Issuance do not exceed $1,000,000), unless the Company notifies each Class A Member in writing of such Issuance (which notice may be sent by the Company prior to or after the completion of the applicable Issuance) (an “Issuance Notice”) and grants to each such Class A Member the right (the “Right”) to subscribe for and purchase such additional Units or other equity securities of the Company in proportion to such Class A Member’s Individual Class A Percentage Interest at the same price and upon the same terms and conditions as are being offered by the Company to the other parties in such Issuance. The Right contained in this Section 3.02(a) shall only apply to the Members that are “accredited investors” under Regulation D of the Securities Act, unless the Company otherwise consents to such Member’s participation under this Section 3.02.

(b)Subject to Section 3.02(a), the Right may be exercised by each Member party hereto at any time by written notice to the Company received by the Company within 15 Business Days after receipt of an Issuance Notice from the Company, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 30 days after the giving of the Issuance Notice by the Company.

SECTION 3.03.Additional Capital Contributions. No Member shall be required to make any capital contribution to the Company in addition to those described in Section 3.01. No capital contributions by any Member other than those described in Section 3.01, Section 3.02 and this Section 3.03 shall be permitted unless otherwise agreed to by the Board, and then only from such Members and in such amounts as approved by the Board.

SECTION 3.04.Claims of Members. The Members shall have no right to the return of their capital contributions, if any, other than as specifically provided herein and shall have no recourse against the Company or any Covered Person for the return of such amount, other than as specifically provided herein.

SECTION 3.05.Intentionally Omitted.

SECTION 3.06.Intentionally Omitted.

SECTION 3.07.Intentionally Omitted.

SECTION 3.08.Withdrawal of Capital. No Member may withdraw capital or receive any distributions except as specifically provided in this Agreement.

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SECTION 3.09.Cash Distributions.

(a)The Company shall make distributions to the Members at such times and in such amounts as determined by the Board. Distributions shall be made to the Members pro rata based on the number of Units held by such Members at such time.

SECTION 3.10.Intentionally Omitted.

SECTION 3.11.General Limitation. Notwithstanding any provision to the contrary in this Agreement, the Company shall not make any distributions except to the extent permitted under the Delaware Act.

SECTION 3.12.Distributions in Kind. All distributions under this Article III shall be in cash unless the Board elects to make such distributions in whole or in part in kind (in which case such distributions in kind shall be made pro rata in accordance with the total amounts to be distributed to the Members). For purposes of this Agreement, including for purposes of determining amounts distributable to any Member under Section 3.09 or Section 12.03, any property to be distributed in kind shall be assigned a Fair Market Value, and such Fair Market Value shall be treated for all purposes hereof as a like amount of cash. The repurchase of Units and the formation of a new company in connection with an IPO shall not be deemed distributions for this purpose.

SECTION 3.13.Set off. Notwithstanding any provision to the contrary in this Agreement, the Board may, in its sole discretion, cause the Company to set off against any distribution of cash or property in kind to any Member, in respect of any amounts due from such Member to the Company, to the extent not otherwise paid. Any amounts so set off shall be applied by the Company to discharge the obligation in respect of which such amounts were set off. All amounts set off under this Section 3.13 that are attributable to any Member shall be treated as amounts distributed to such Member for all purposes under this Agreement.

ARTICLE IV

ACCOUNTING; TAX MATTERS

SECTION 4.01.Books and Records.

(a)The Company shall maintain complete and accurate books of account of the Company’s affairs at the Company’s principal place of business and at such other place or places as determined by the Board. Such books shall include all income, expenditures, assets and liabilities of the Company. The Company’s books shall be kept on an income tax basis and shall include the accounting policies and principles as shall be determined by the Board. The Members agree to fully cooperate with one another and the Company, and the Company shall cooperate with each Member, to provide all reasonably necessary financial information and related analysis with respect to Company tax and financial matters.

(b)The Board or its designee shall cause the books of account of the Company to be maintained, and will ensure that a system of internal controls is developed and maintained, in each case in a manner that provides sufficient assurance that:

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(i)all transactions of the Company are executed in accordance with the terms of this Agreement, including the general or specific authorizations of the Board, if required by provisions of this Agreement;

(ii)all transactions of the Company are recorded in such form and manner as will (A) permit the preparation of income and franchise tax returns and information returns in accordance with this Agreement and as required by Applicable Law and (B) maintain accountability for the assets of the Company;

(iii)the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any resulting difference; and

(iv)all transactions of the Company are recorded in such form and manner as will permit compliance with all Applicable Laws and permit the preparation of any reports required to be filed by the Company or any Member pursuant thereto.

(c)The Company shall keep or cause to be kept appropriate books and records in accordance with the Delaware Act with respect to the Company’s business, which books and records shall at all times be kept at the principal office of the Company. Without limiting the foregoing, the Company shall keep at its principal office:

(i)a current list of the full name and the last known street address of each Manager and each Member;

(ii)a copy of this Agreement and all amendments thereto, and any filings made with any Governmental Authority;

(iii)copies of the Company’s federal, state and local income tax returns and reports, if any, until the expiration of the statute of limitations applicable thereto;

(iv)copies of any financial statements, if any, of the Company for the five most recent Fiscal Years; and

(v)such other documents With respect to the Company’s business as may reasonably be required from time to time by resolution of the Board.

SECTION 4.02.Accountants. An independent certified public accounting firm selected and appointed by the Board shall serve as the independent accountant of the Company until such time as the Board removes such accounting firm and selects and appoints such other independent certified public accounting firm of recognized standing and reputation.

SECTION 4.03.Tax Treatment. The Members agree that the Company is intended to be classified as an association taxable a corporation for federal, state and local income tax purposes and, unless and until otherwise determined by the Board, the Company shall be treated as a corporation for purposes of federal, state and local income and other taxes, to the

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extent permitted by Applicable Law, and further agree not to take any position or make any election, in a tax return or otherwise, inconsistent therewith.

SECTION 4.04.Tax Information. The Company shall file all tax returns (including information returns) of the Company.

ARTICLE V

MANAGEMENT OF THE COMPANY; MANAGERS; OFFICERS

SECTION 5.01.Board of Managers.

(a)The full and entire management of the business and affairs of the Company shall be vested in a board of managers of the Company which shall have and may exercise all of the powers that may be exercised or performed by the Company (the “Board”). Except where the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Delaware Act, the Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to do all things and take all actions necessary to carry out the terms and provisions of this Agreement, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

(b)The Company can only act and bind itself through the action of the Board and through the action of the officers, employees, agents or attorneys-in-fact of the Company if and to the extent appointed and authorized by the Board.

(c)No Member, by reason of such Member’s status as such, shall have any authority to act for or bind the Company and each Member shall have only the right to vote on or approve the actions herein specified to be voted on or approved by such Member.

SECTION 5.02.Number, Tenure and Qualification; Managers.

(a)Effective as of the date of this Agreement, the Board shall consist of four (4) managers (each, a “Manager”). Thereafter, the number constituting the Board may be increased or decreased from time to time by either the Board or the Members holding a majority of the aggregate number of outstanding Class A Units at such time; provided, that no decrease in the number of Managers shall shorten the term of any Manager or Managers; and, provided, further, that any increase or decrease in the number of Managers shall be in a manner consistent with Section 5.02(b).

(b)A Manager shall hold office for the term for which such Manager is appointed and thereafter until his or her successor shall have been appointed and qualified, or until the earlier death, resignation or removal of such Manager. Managers need not be Members or residents of the State of Delaware.

(c)At all times until an IPO, the Board shall consist entirely of the individuals designated by the AS Investor on behalf of the AS Persons. Each Member agrees that such Member shall vote all of such Member’s Units and any other voting equity securities of the Company over which such Member has voting control and shall take all other actions reasonably

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necessary or desirable within such Member’s control (whether in such Member’s capacity as a member, manager, member of a Board committee or officer of the Company or otherwise), and including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable actions within its control (including calling special Board and Member meetings) to cause such individuals to be elected or re-elected as Managers and to be maintained in such positions at all such times.

(d)Following an IPO, for so long as AS Persons in the aggregate own at least 10% of the outstanding Units or other equity securities of the Company, AS Persons shall at all times be entitled to nominate at least one individual for election to the Board (an “AS Nominee”). The Company hereby agrees that, at all times after an IPO, at and in connection with each annual or special meeting of Members at which Managers are to be elected, the Company, the Board (subject to exercise of their fiduciary duties under Applicable Law) and the nominating committee thereof (subject to exercise of their fiduciary duties under Applicable Law) will (i) nominate and recommend to Members for election or re-election as part of the management slate of Managers each AS Nominee and (ii) provide the same type of support for the election of each AS Nominee as a Manager as provided by the Company, its Managers, its management and its Affiliates to other persons standing for election as Managers as part of the management slate. Each Member hereby agrees that, at all times after an IPO, such Member will, and will cause each of its Affiliates to, vote all Units or other voting equity securities of the Company owned or held of record by it, at each annual or special meeting of Members at which Managers are to be elected, in favor of the election or re-election as a member of the Board of each such individual nominated by AS Persons.

(e)For so long as AS Persons shall have the right to designate a member of the Board pursuant to this Agreement, AS Persons shall be furnished full and complete access to the files and records regarding the business of the Company including monthly statements of profit and loss and any other periodic management reports.

(f)The initial Managers of the Company shall be Michael G. Fisch, Kevin Penn, Loren Easton, and Douglas Grimm.

SECTION 5.03.Quorum and Manner of Acting. A majority of the Managers then in office shall constitute a quorum for the transaction of business at any meeting. Action of the Board shall be authorized by the vote of a majority of the Managers present at the time of the vote if there is a quorum, unless otherwise provided by this Agreement. In the absence of a quorum a majority of the Managers present may adjourn any meeting from time to time until a quorum is present.

SECTION 5.04.Place of Meetings. Meetings of the Board may be held in or outside of the State of Delaware.

SECTION 5.05.Annual and Regular Meetings. Annual meetings of the Board, for the election of Officers and consideration of other matters, shall he held on notice provided in Section 5.07. Regular meetings of the Board may be held without notice at such times and places as the Board determines. If the day fixed for a regular meeting is a legal holiday, the meeting shall be held on the next Business Day.

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SECTION 5.06.Special Meetings. Special meetings of the Board may be called by any of the Managers.

SECTION 5.07.Notice of Meetings; Waiver of Notice. Notice of the time and place of each meeting of the Board shall be given to each Manager by mailing it to him or her at his or her residence or a usual place of business at least five days before the meeting, or by delivering, telephoning, telegraphing it or sending it by e-mail, facsimile or other electronic transmission to him at least two days before the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. Notice need not be given to any Manager who submits a signed waiver of notice before or after the meeting or who attends the meeting without protesting at the beginning of the meeting the transaction of any business because the meeting was not lawfully called or convened. Notice of any adjourned meeting need not be given, other than by announcement at the meeting at which the adjournment is taken.

SECTION 5.08.Committees. The Board may, from time to time, designate one or more committees. Any such committee, to the extent provided in the enabling resolution or this Agreement, shall have and may exercise all of the authority of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum, and, unless otherwise provided in an enabling resolution, the affirmative vote of a majority of the members present shall be necessary for the adoption of any resolution. The Board may dissolve any committee at any time.

SECTION 5.09.Board or Committee Action Without a Meeting. Any action required or permitted to be taken by the Board or by any committee of the Board may be taken without a meeting if all of the members of the Board or of the committee consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolutions, written consents or electronic transmissions of the members of the Board or the committee shall be filed with the minutes of the proceeding of the Board or of the committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

SECTION 5.10.Participation in Board or Committee Meetings by Conference Telephone. Any or all members of the Board or of any committee of the Board may participate in a meeting of the Board or of any committee by means of a conference telephone or other communications equipment allowing all Persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

SECTION 5.1l.Resignation and Removal of Managers. Any Manager may resign at any time by delivering his or her resignation in writing or electronic transmission to the Chief Executive Officer, President or Secretary of the Company, to take effect at the time specified in the resignation; the acceptance of a resignation, unless required by its terms, shall not be necessary to make it effective. The Members holding a majority of the aggregate number of outstanding Class A Units at such time may remove and replace any of the Managers, either with or without Cause; provided, that (a) so long as the Company has not consummated an IPO, the Managers may only be removed and replaced by the AS Persons then holding Units and (b) following the Company’s consummation of an IPO, any AS Nominee may only be removed and replaced by the AS Persons then holding Units or other equity securities of the Company.

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SECTION 5.12.Vacancies. Any vacancy in the Board, including one created by an increase in the number of Managers, may be filled by (a) election at a meeting of the Members called for that purpose by the affirmative vote of the Members holding a majority of the aggregate number of outstanding Class A Units at such time or (b) the affirmative vote of a majority of the remaining Managers (though less than a quorum of the Managers). A Manager elected to fill a vacancy occurring other than by reason of an increase in the number of Managers shall be elected for the unexpired term of his or her predecessor in office.

SECTION 5.13.Compensation. Managers shall receive such reasonable compensation as the Board determines in good faith, together with reimbursement of their reasonable expenses in connection with the performance of their duties. A Manager may also be paid a reasonable amount, as determined by the Board in good faith, for serving the Company, its Affiliates or its subsidiaries in other capacities.

SECTION 5.14.Officers.

(a)Appointment of Officers. The Board may appoint individuals as officers (“Officers”) of the Company, which may include a Chief Executive Officer and/or President, and such other Officers (such as any number of Vice Presidents and a Secretary) as the Board deems advisable. No Officer need be a Member. An individual can be appointed to more than one office. The following persons are appointed as the initial Officers of the Company to the offices set forth opposite their name, to hold office, subject to the terms of this Agreement:

Kevin Penn — President

Douglas Grimm — Chief Executive Officer

Louis Lavorata — Vice President

Loren Easton — Vice President

Eric L. Schondorf — Vice President and Secretary

Following the appointment of the initial Officers of the Company, this Agreement need not be amended for the Board to appoint or remove any Officer, fill a vacancy in any office or otherwise exercise its rights under this Section 5.14.

(b)Duties of Officers Generally. Under the direction of and, at all times, subject to the authority of the Board, the Officers shall have full and complete discretion to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as he or she deems necessary or appropriate to accomplish the foregoing. Each Officer shall have such individual powers and duties as may be prescribed by the Board or this Agreement.

(c)Authority of Officers. Subject to Section 5.14(b), any Officer of the Company shall have the right, power and authority to transact business in the name of the Company or to execute agreements on behalf of the Company, with respect to those agreements which are commonly signed by such officers of a business organized under the laws of the State of Delaware. With respect to all matters within the ordinary course of business of the Company, third parties dealing with the Company may rely conclusively upon any certificate of any Officer to the effect that such Officer is acting on behalf of the Company.

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(d)Removal, Resignation and Filling of Vacancy of Officers. The Board may remove any Officer, for any reason or for no reason, at any time. Any Officer may resign at any time by giving written notice to the Board, and such resignation shall take effect on the date of the receipt of such notice or at any later time specified in such notice; provided, however, that unless otherwise specified in such notice, the acceptance of the resignation shall not be necessary to make it effective. Any such resignation shall be without prejudice to the rights, if any, of the Company or such Officer under this Agreement. A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(e)Compensation of Officers. The Officers shall be entitled to receive compensation from the Company as determined by the Board.

ARTICLE VI

MEMBERS

SECTION 6.01.Power of the Members: Voting.

(a)No Member, in its capacity as such, shall have the right to amend or terminate this Agreement or to exercise voting rights or call a meeting of the Members, except as specifically provided for in this Agreement. Except as specifically provided for in this Agreement, no Member shall have any authority or power to bind or act for or on behalf of any other Member or the Company in any respect in its capacity as Member, with all such authority and power being delegated to the Board as provided herein.

(b)Notwithstanding anything to the contrary in this Agreement or in the Delaware Act (other than provisions thereof that specifically cannot be altered by the Members), each Class A Unit shall be entitled, with respect thereto, to one vote on any action or matter as to which the holders of Class A Units are expressly granted voting rights pursuant to the provisions of this Agreement.

SECTION 6.02.Meetings of Members: Action by Written Consent.

(a)Meetings of the Members may be called at any time by the Board. Notice of any meeting shall be given to all Members not less than two days nor more than 30 days prior to the date of such meeting. Each Member may authorize any Person to act for such Member by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or its attorney-in-fact.

(b)Each meeting of Members shall be conducted by such Person that the Board may designate. The Board, in its sole discretion, shall establish all other provisions relating to meetings of Members, including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Members, waiver of any such notice, the establishment of a record date, quorum requirements or any other matter with respect to the exercise of any such right to vote.

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(c)Any action which may be taken at any meeting of Members may be taken without a meeting and without prior notice if a written consent, setting forth the action so taken shall be signed by holders of a majority of the Units entitled to vote on such action.

SECTION 6.03.Competing Opportunity. To the fullest extent permitted by the Delaware Act:

(a)Each party to this Agreement acknowledges that each AS Person, each manager or director of the Company or any of its subsidiaries Affiliated with any AS Person or any of their respective Affiliates, each officer of the Company or any of its subsidiaries Affiliated with any AS Person or any of their respective Affiliates and any other manager, director or officer of the Company or any of its subsidiaries specifically designated by an AS Person or any of their respective Affiliates (collectively, the “Exempted Persons”) (x) may engage or invest in, independently or with others, any business activity of any type or description, including those that might be the same as or similar to the business of the Company and its subsidiaries, and which from time to time compete, directly or indirectly, with the Company and its subsidiaries (including a Competitive Opportunity), and (y) may in their sole discretion pursue such competing business without disclosure of such competition to the Company or any of its subsidiaries. None of the Company, any subsidiary of the Company or any other party hereto shall have any right in or to the activities described in clause (x) or to receive or share in any income or proceeds derived therefrom.

(b)If any Exempted Person acquires knowledge of a potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company or any of its subsidiaries could have an interest or expectancy (a “Competitive Opportunity”) or otherwise is then exploiting any Competitive Opportunity, neither the Company nor any of its subsidiaries will have any interest in such Competitive Opportunity, or have any expectation in such Competitive Opportunity being offered to it, and any such interest or expectation is being hereby renounced so that such Exempted Person shall (x) have no duty to communicate or present such Competitive Opportunity to the Company or any of its subsidiaries and (y) have the right to hold any such Competitive Opportunity for such Exempted Person’s (and its agents’, partners’ or Affiliates’) own account and benefit, or to recommend, assign or otherwise transfer or deal in such Competitive Opportunity to Persons other than the Company or any Affiliate of the Company.

(c)For the avoidance of doubt, this Section 6.03 shall not limit the Company’s and its subsidiaries’ independent ability to pursue a Competitive Opportunity, nor shall this Section 6.03 operate to limit the duties or obligations of any employee of the Company or any of its subsidiaries that is not an Exempted Person.

SECTION 6.04.Non-Competition; Non-Solicitation. Except as otherwise set forth in a subscription agreement for Units or other joinder agreement hereto executed by the Company and a Minority Investor, each Minority Investor that is an employee, officer, director or consultant of the Company agrees as follows:

(a)such Minority Investor agrees that until the eighteen month anniversary of the date of termination of such Minority Investor’s employment or other engagement with the Company and all of its subsidiaries, without the prior written consent of the Company, the

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Minority Investor will not, anywhere in the world, directly or indirectly, either as principal, manager, agent, consultant, officer, stockholder, partner, investor, sponsor, lender or employee, or in any other capacity carry on, be engaged in or employed by or be a consultant to or have any financial interest in, any Person which is in competition with the Company (as described in Section 6.04(b)). During such period, the Minority Investor agrees that, without the prior written consent of the Company (and other than on behalf of the Company), the Minority Investor shall not, on the Minority Investor’s behalf or on behalf of any Person, directly or indirectly, (i) solicit or offer employment to, or employ, any Person who is an officer, management employee or other key employee or full-time consultant of the Company or any of its subsidiaries or induce or attempt to induce or encourage others to induce or attempt to induce any such Person to (A) terminate such Person’s employment with such employer (in the case of an employee) or (B) cease providing his or her services to such entity (in the case of a consultant), (ii) solicit or attempt to solicit, or assist or encourage any Person in soliciting or attempting to solicit any customer or supplier (for the purpose of causing such supplier to cease providing goods or services to the Company) of the Company or any of its subsidiaries to or for any Person which is in competition with the Company or (iii) whether in written or oral form, make any statement that libels, slanders or disparages the Company or any of its subsidiaries, with respect to any of the past or present activities of the Company or any of its subsidiaries; provided, however, that this shall not prevent the Minority Investor from making statements about the Company or any of its subsidiaries in connection with a suit or claim brought by the Minority Investor against the Company or any of its subsidiaries or the defense of a claim made by Company or any of its subsidiaries against the Minority Investor or as otherwise required by law in connection with any proceeding.

(b)For purposes of this Section 6.04, a Person shall be deemed to be in competition with the Company if such Person is involved in any business conducted by the Company or any of its subsidiaries on the date the Minority Investor’s employment or other engagement terminates or with respect to which the Company has taken any substantial steps to engage in during the period of the Minority Investor’s employment or other engagement by the Company that such Minority Investor is aware of; provided, however, that nothing in this Section 6.04 shall be construed so as to preclude the Minority Investor from investing in any publicly or privately held company provided that the Minority Investor’s beneficial ownership or rights to ownership of any class of such company’s securities does not exceed 2% of the outstanding securities of such class.

(c)Such Minority Investor agrees that the covenants set forth in this Section 6.04 are reasonable covenants under the circumstances, and further agrees that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as such court shall deem necessary to cause the provisions hereof (as modified) to be valid and enforceable and to enforce the remainder of the covenants as so amended. Such Minority Investor agrees that any breach of any covenant contained in this Section 6.04 would irreparably injure the Company. Accordingly, such Minority Investor agrees that the Company, in addition to pursuing any other remedies it may have in law or in equity, shall be entitled to a decree or order of specific performance and an injunction against such Minority Investor from any court having jurisdiction over the matter, restraining any further violation of this Section 6.04 without proof of actual damages.

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(d)The obligations in this Section 6.04 are in addition to the provisions of any employment agreement, non-competition agreement, non-solicitation agreement or similar agreement between the Minority Investor and the Company or any Affiliate of the Company in effect (such obligations, collectively with the obligations set forth in this Section 6.04, the “Protective Agreements”).

(e)If the Minority Investor breaches the noncompetition, nonsolicitation or confidentiality terms of the Protective Agreements, any repurchase, purchase or other payment or delivery made pursuant to this Agreement during the two year period prior to the breach of the Protective Agreements shall be rescinded. The Company shall notify the Minority Investor in writing of any such rescission within 60 days of the date it acquires actual knowledge of such breach. Within 20 days after receiving such a notice from the Company, the Minority Investor shall pay to the Company the amount of any gain realized or payment received as a result of the repurchase, purchase or other payment or delivery pursuant to this Agreement.

SECTION 6.05.Intentionally Omitted.

SECTION 6.06.Purchase of Minority Units Upon Termination of Employment.

(a)On the occurrence of any of the following with respect to any Minority Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Units to such Minority Investor as a Permitted Transferee), and at any time and from time to time thereafter, each of the Company, the AS Investor or the Minority Investor, as the case may be, shall have the right (but not the obligation), subject to the notice provisions in Section 6.06(b), to take the following actions to reduce the number of Minority Units held by such Minority Investor:

(i)If the Company or any of its subsidiaries terminates the employment or consultancy of such Minority Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Units to such Minority Investor as a Permitted Transferee) for Cause, then each of the Company and the AS Investor shall have the right to repurchase or purchase, as the case may be, any or all of the Minority Units held by such Person at the lower of cost or Fair Market Value.

(ii)If the employment or consultancy of such Minority Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Units to such Minority Investor as a Permitted Transferee) with the Company or any of its subsidiaries is terminated by such Person, the Company or any such subsidiary for any reason (including the death or Disability of such Person or Good Reason), other than by the Company or any such subsidiary for Cause, then each of the Company and the AS Investor shall have the right to repurchase or purchase, as the case may be, any or all of the Minority Units held by such Person at their Fair Market Value.

(iii)If such Minority Investor (or any employee of the Company or any of its subsidiaries who transferred such employee’s Minority Units to such

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Minority Investor as a Permitted Transferee) who is not then an employee or consultant of the Company had been serving as a non-employee manager, director, consultant or independent contractor of the Company or any of its subsidiaries and ceases to serve in such capacity for any reason, then each of the Company and the AS Investor shall have the right to repurchase or purchase, as the case may be, any or all of the Minority Units held by such Person at their Fair Market Value.

For purposes of this Section 6.06, (A) any reference to Minority Units shall be deemed to include any Units or other equity securities of the Company that a Minority Investor has transferred to a Permitted Transferee, if any, (B) in the event the Company and the AS Investor have the right to repurchase or purchase any of such Minority Units, the Company shall first have the right to repurchase or purchase all such Minority Units and the AS Investor shall thereafter have the right to repurchase or purchase any remaining Minority Units not repurchased or purchased by the Company, and (C) the Company shall have no obligation to repurchase or purchase Minority Units pursuant to this Section 6.06 to the extent that any credit facility of the Company or any of its subsidiaries prohibits or restricts the Company’s ability to repurchase or purchase Minority Units, including through a restriction on the payment of distributions by any subsidiary of the Company. The option of the Company and the AS Investor set forth in this Section 6.06 is referred to herein as the “Call Option”.

(b)Each of the Company or the AS Investor may exercise the Call Option by delivery of written notice to a Minority Investor (or its Permitted Transferee, as applicable) (i) in the case of Section 6.06(a)(i), within 180 days following the Termination Date and (ii) in the case of Sections 6.06(a)(ii) and 6.06(a)(iii), on or prior to the one year anniversary of the Termination Date (as applicable, the “Call Period”). The written notice shall specify the number of Minority Units to be repurchased or purchased, the purchase price to be paid for such Minority Units and the date, which shall be not less than 10 days and not greater than 20 days following the date of such notice, for the closing of the purchase and sale of the Minority Units held by the Minority Investor. If the purchase is by the Company, it shall be effected as set forth in subsection (d) below.

(c)The Fair Market Value of any Minority Units to be purchased or repurchased pursuant to this Section 6.06 shall be determined as of the day on which the Call Option is exercised.

(d)All payments with respect to a purchase of Minority Units pursuant to this Section 6.06 by the Company or the AS Investor, as applicable, shall be made by the Company or the AS Investor, as applicable, by delivery of cash (by delivery of a certified check or checks payable to the respective Minority Investors, as the case may be) or, if such payment would be a material breach by the Company or its subsidiaries or by the AS Investor or its subsidiaries, as applicable, of a covenant in an agreement with its senior lenders, by subordinated promissory note, in form and substance reasonably satisfactory to the respective Minority Investor, with a five-year maturity (subject to earlier prepayment immediately upon such payment no longer constituting a breach of such covenant) and interest paid at the prime rate announced from time to time by the senior lender of the Company or its subsidiaries or of the AS Investor or its subsidiaries, as applicable (such interest payable in kind); provided, however, that if such purchase is made by the delivery of a subordinated promissory note, then such subordinated promissory note shall be prepaid when and to the extent permitted by the senior lenders of the Company or its subsidiaries or of the AS Investor or its subsidiaries.

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(e)If for any reason the Company does not elect to purchase all of the Minority Units held by the Minority Investor pursuant to Section 6.06(a), then the AS Investor shall be entitled to exercise the Call Option for all, but not less than all, of the Minority Units which the Company has not elected to purchase (the “Available Units”). As soon as practicable after the Company has determined that there will be Available Units, but in any event within the Call Period, the Company shall deliver written notice (the “Option Notice”) to the AS Investor setting forth the number of Available Units and the price for each Available Unit. The AS Investor may elect to purchase all of the Available Units by delivering written notice to the Company within 10 days after receipt of the Option Notice by the AS Investor. As soon as practicable, and in any event within five days after the expiration of such 10-day period, the Company shall notify the Minority Investor as to the number of Minority Units being purchased from such Minority Investor by the AS Investor.

(f)At the time of the settlement, (i) the purchaser or purchasers shall pay the purchase price in the manner specified above for the Call Option in this Section 6.06, (ii) the Minority Investor whose Minority Units are being purchased shall deliver the certificate or certificates representing such Minority Units to the purchaser or purchasers or their nominees, endorsed in blank, or accompanied by appropriate unit powers executed in blank, together with funds for any required transfer taxes, and (iii) the transferor shall represent in writing to the transferee (and to the Company, if the Company is not the transferee) that such Minority Units are owned of record and beneficially by such transferor, free and clear of all liens, security interests, claims, restrictions and encumbrances of any kind (other than those set forth in this Agreement).

(g)For purposes of this Section 6.06, if Minority Units are held jointly by any employee, manager, director or consultant of the Company or any of its subsidiaries and such individual’s spouse, only the applicable employee, manager, director or consultant shall be considered the Minority Investor hereunder for purposes of determining whether events have occurred such that a Call Option exists.

ARTICLE VII

TRANSFERS

SECTION 7.01.Limitations on Transfer.

(a)Each Member hereby agrees that it will not, directly or indirectly, Transfer any Units or other equity securities of the Company unless such Transfer complies with the provisions hereof and (i) such Transfer is pursuant to an effective registration statement under the Securities Act and has been registered under all applicable state securities or “blue sky” laws or (ii) such Member shall have furnished the Company with a written opinion of counsel in form and substance reasonably satisfactory to the Company to the effect that no such registration is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws. None of the Minority Investors shall Transfer any Units or other equity interests of the Company other than pursuant to Sections 7.02, 7.03, 7.04, 7.05 and Article IX or pursuant to the exercise of the Call Option under Section 6.06. Each AS Person may freely Transfer any Units or other equity securities of the Company to any of its respective Affiliates or any other AS Person. In the event of any purported Transfer by any of the Members of any Units or other equity securities of the Company in violation of the provisions of

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this Agreement, such purported Transfer will be void and of no effect and the Company will not give effect to such Transfer.

SECTION 7.02.Right of First Offer.

(a)None of the Minority Investors shall have the right to Transfer any Units or other equity securities of the Company pursuant to this Section 7.02 until the applicable Permitted Third Party Transfer Date. If, following the applicable Permitted Third Party Transfer Date, a Minority Investor desires to sell all or any portion of the Units or other equity securities of the Company (the “Transfer Units”) then owned by such Minority Investor, such Minority Investor shall provide the Company and the other Members with a written notice (the “Transfer Notice”) setting forth: (i) the number of Units or other equity securities of the Company to be offered and (ii) the material terms and conditions of the proposed sale including the price at which such Minority Investor proposes to sell such Units or other equity securities of the Company. The Transfer Notice shall also contain an irrevocable offer to sell the Transfer Units to the Company and, if the Company shall decline to purchase all or any portion of the Transfer Units, to AS Person(s) and all other Members (in the manner set forth below) at a price equal to the price contained in, and upon the same terms and conditions as the terms and conditions contained in, the Transfer Notice (subject to clause (y) below). At any time within 15 Business Days after the date of the receipt by the Company and the other Members of the Transfer Notice, the Company shall have the option to exercise its right to purchase or, if the Company shall decline to purchase all or any portion of the Transfer Units, such other Members shall have the right to exercise such option to purchase (or in the case of an AS Person, to assign such Member’s right to any party) some or all of the portion of the Transfer Units that the Company does not wish to purchase (x) at the same price and on the same terms and conditions as the Transfer Notice or (y) if the Transfer Notice includes any consideration other than cash, at the option of the Company or such other Members, at the equivalent all cash price as determined in good faith by the Board.

(b)Each Member who wishes to exercise such option shall deliver an irrevocable notice exercising such option to the Company and such Minority Investor within 20 Business Days after the date of the receipt by the Company and the other Members of the Transfer Notice and specifying the number of such Units or other equity securities of the Company, as applicable, sought to be purchased (which shall not exceed the number of Units or other equity securities of the Company, as applicable, declined to be purchased by the Company multiplied by a fraction the numerator of which is the number of Units or other equity securities of the Company, as applicable, owned by such Member and the denominator of which is the aggregate number of Units or other equity securities of the Company, as applicable, owned by all Members other than the Minority Investor selling the Transfer Units). If the aggregate number of Units or other equity securities of the Company, as applicable, to be purchased by the Members pursuant to the immediately preceding sentence is less than the number of Units or other equity securities of the Company, as applicable, declined to be purchased by the Company (such difference, the “Shortfall Units”), then the AS Persons shall have the option to purchase (or assign such Members’ right to any party) the Shortfall Units or a portion thereof. If the AS Persons and the other Members have not exercised the option to purchase all of Transfer Units within 25 Business Days after the date of the receipt by the Company and the other Members of the Transfer Notice, then such Minority Investor may sell any remaining Transfer Units (the “Remaining Units”) to a Qualified Purchaser pursuant to Section 7.02(c). The closing of the purchase of the Transfer Units upon exercise of the option pursuant to Section 7.02(a) and/or

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Section 7.02(b) shall take place at the principal office of the Company on a date specified by the parties exercising such option no later than the last day of the 30 Business Day period after the giving of the Transfer Notice.

(c)If the option to purchase any portion of the Transfer Units is exercised pursuant to Section 7.02(a) and/or Section 7.02(b), no later than 30 Business Days after the date of the receipt by the Company and the other Members of the Transfer Notice, the Company and/or the other Members (or their aforementioned assignees), as applicable, shall deliver payment by wire transfer of immediately available funds to such Minority Investor against delivery of certificates or other instruments representing the Units or other equity securities of the Company, as applicable, so purchased, appropriately endorsed by such Minority Investor. Each Member shall deliver its Units or other equity securities of the Company, as applicable, free and clear of all liens, claims, options, pledges, encumbrances and security interests (other than those set forth in this Agreement). If there are any Remaining Units, such Minority Investor shall be free for a period of 120 days from the end of such 25 Business Day or 30 Business Day period, as the case may be, to sell the Remaining Units to a Qualified Purchaser on terms which are no more favorable in any material respect to such Qualified Purchaser than the terms and conditions set forth in the Transfer Notice. If for any reason such Minority Investor does not sell the Remaining Units to a Qualified Purchaser on such terms and conditions or if such Minority Investor wishes to sell the Remaining Units on terms which are more favorable in any material respect to a Qualified Purchaser than those set forth in the Transfer Notice, the provisions of this Section 7.02 shall again be applicable to the Remaining Units; provided, that such Minority Investor may not deliver another Transfer Notice until three months have elapsed since the date of the previous Transfer Notice.

SECTION 7.03.Certain Permitted Transfers.

(a)Notwithstanding any other provision of this Agreement to the contrary, each Minority Investor shall be entitled from time to time to Transfer any or all of the Units or other equity securities of the Company held by it to (i) any of its Affiliates, (ii) in the case of any transferor which is a partnership or limited liability company, any partners or members of such transferor, (iii) in the case of any transferor which is a trust, the beneficiaries of such transferor or (iv) in the case of any transferor who is an individual, such transferor’s spouse or direct lineal descendants (including children and adopted children and grandchildren and adopted grandchildren) or antecedents or a charitable remainder trust or trust, in either case the current beneficiaries of which, or to a corporation, limited liability company or partnership, the stockholders, members or limited or general partners of which, include only such transferor and/or such transferor’s spouse and/or such transferor’s direct lineal descendants (including children and adopted children and grandchildren and adopted grandchildren) or antecedents, or the executor, administrator, testamentary trustee, legatee or beneficiary of any deceased transferor holding Units or other equity securities of the Company; provided, that (x) any such transferee duly executes and delivers an Assumption Agreement to the Company, and (y) to the extent reasonably requested by the Company, the Company has been furnished with an opinion of counsel in connection with such Transfer, in form and substance reasonably satisfactory to the Company, to the effect that no registration under the Securities Act or any state securities or “blue sky” laws is required because of the availability of an exemption from registration under the Securities Act and all applicable state securities or “blue sky” laws.

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(b)Notwithstanding any other provision of this Agreement to the contrary, in the case of any Minority Investor who is a natural person, upon the death of such person, to the extent necessary to pay any applicable estate taxes, such deceased person’s heir or legal representative may pledge, encumber or otherwise subject such individual’s Units or other equity securities of the Company to a security interest in connection with a bona fide loan.

SECTION 7.04.Tag-Along Rights.

(a)(i) If an AS Person(s) proposes to sell to any Third Party (1) during the first six months after the date hereof, more than an aggregate of twenty percent (20%) of the Units or other equity securities then held by the AS Persons in the aggregate and (2) at any time after the six month anniversary of the date hereof, more than ten percent (10%) of the Units or other equity securities then held by the AS Persons in the aggregate, pursuant to a transaction or series of related transactions (other than in a Public Offering, which shall be subject to Article IX), whether pursuant to a sale of Class A Units, merger, consolidation, a tender or exchange offer or any other transaction (any such transaction, an “AS Sale”), the AS Investor, on behalf of the selling AS Person(s), shall give the Class A Members written notice of the AS Person(s)’ intention to sell such Class A Units which notice shall set forth the number of Class A Units to be so sold, the proposed sale price and any and all other terms, conditions and details regarding such sale (the “Tag-Along Notice”). During the 10 Business Days following the receipt of such Tag-Along Notice, each Class A Member shall have the right to deliver a reply notice (“Tag-Along Acceptance”) to the AS Investor setting forth its irrevocable election to require the proposed transferee or acquiring Person to purchase from such Class A Member (each Class A Member who exercises such right under this Section 7.04, a “Tagging Member”): (x) in the case of the first such proposed sale following which AS Person(s), after giving effect to such AS Sale, would not have the ability to elect or appoint a majority of the members of the Board, all Class A Units owned by such Tagging Member and (y) in all other cases, a number of Class A Units equal to such Tagging Member’s proportionate share of the total number of Class A Units to be purchased by the Third Party or Third Parties, as applicable (the “Proposed Transferee”), based on such Tagging Member’s Individual Class A Percentage Interest, at the same price per Class A Unit and upon the same terms and conditions (including time of payment and form of consideration) as to be paid by and given to the AS Person(s). In order to be entitled to exercise its right to sell Class A Units to the Proposed Transferee pursuant to this Section 7.04, each Tagging Member must agree to make to the Proposed Transferee the same covenants, indemnities (with respect to all matters other than AS Persons’ ownership of Class A Units) and agreements as the AS Person(s) agrees to make in connection with the AS Sale and such representations and warranties (and related indemnification) as to its ownership of its Class A Units or other equity securities of the Company as are given by the AS Person(s) with respect to such party’s ownership of Class A Units or other equity securities of the Company; provided, that the liabilities thereunder (other than with respect to the ownership of each Member’s Class A Units being transferred, which shall be several obligations) shall be borne on a pro rata basis based on the number of Class A Units sold by each of the AS Person(s) and the Tagging Members. Each Tagging Member will be responsible, severally and not jointly, for its proportionate share of the reasonable out-of-pocket costs incurred by AS Persons in connection with the AS Sale to the extent not paid or reimbursed by the Company or the Proposed Transferee.

(b)In the event there has not been a timely election by one or more Class A Members to include their Class A Units in the proposed sale by the AS Person(s), then the AS

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Person(s) may, within and not later than 90 days following the date of delivery of the Tag-Along Notice and without any further obligation to the Class A Members, sell its Class A Units or other equity securities, as applicable, at the purchase price and on other terms and conditions substantially the same as those set forth in the Tag-Along Notice; provided that, promptly after the completion of the sale of such Class A Units or other equity securities, the AS Person(s) shall provide the Class A Members with written evidence of such sale; and provided further, that, if such sale is not made within such 90 day period or is made on terms and conditions more favorable for the AS Person(s) than those set forth in the Tag-Along Notice, then the AS Person(s) may not consummate such sale without again complying with the procedures set forth in this Section 7.04.

(c)If any Tagging Member exercises its, her or his rights under Section 7.04(a), the closing of the purchase of the Class A Units with respect to which such rights have been exercised is subject to, and will take place concurrently with, the closing of the AS Sale. If the closing of the AS Sale does not occur within 120 days after the Class A Members’ receipt of the Tag-Along Notice, each Tagging Member may withdraw from such AS Sale by providing written notice to the AS Investor, for the benefit of the selling AS Persons, within 10 Business Days after the expiration of such 120-day period.

SECTION 7.05.Drag-Along Rights.

(a)If Members holding a majority of the outstanding Units or other equity securities of the Company (in such capacity, the “Dragging Parties”) receive a bona fide offer from a Person other than a Member or an Affiliate of a Member (a “Third Party”) to purchase (other than in a Public Offering) at least a majority of the Units or other equity securities of the Company, whether pursuant to a sale of Units or other equity securities of the Company, merger, consolidation, a tender or exchange offer or any other transaction, and such offer is accepted by the Dragging Parties, then each of the other Members hereby agrees that, if requested by the Dragging Parties, it will Transfer to such Third Party on the same terms and conditions (including the time of payment and form of consideration) as to be paid and given to the Dragging Parties, the number of Units or other equity securities of the Company, as applicable, equal to the number of Units or other equity securities of the Company, as applicable, owned by it multiplied by the percentage of the then outstanding Units or other equity securities of the Company, as applicable, to which the Third Party offer is applicable.

(b)The Dragging Parties will give notice (the “Drag-Along Notice”) to each of the other Members of any proposed Transfer giving rise to the rights of the Dragging Parties set forth in Section 7.05(a) as soon as practicable following the acceptance of the offer referred to in Section 7.05(a). The Drag-Along Notice will set forth the number of Units or other equity securities of the Company proposed to be so Transferred, the name of the Proposed Transferee or acquiring Person, the proposed amount and form of consideration (and if such consideration consists in part or in whole of property other than cash, the Dragging Parties will provide such information, to the extent reasonably available to the Dragging Parties, relating to such consideration as the other Members may reasonably request in order to evaluate such non-cash consideration), the number of Units or other equity securities of the Company sought and the other terms and conditions of the offer. The Dragging Parties will notify the other Members at least 15 Business Days in advance of the closing of the sale of the Units or other equity securities of the Company, as applicable, to the Third Party. In any such agreement, such other Members will be required (i) to make or agree to the same covenants, indemnities (with respect to all matters other

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than the Dragging Parties’ ownership of the Units or other equity securities of the Company, as applicable) and agreements as the Dragging Parties so long as the liabilities thereunder are borne on a pro rata basis based on the number of Units or other equity securities of the Company, as applicable, Transferred by each Member, (ii) to make representations and warranties (and provide related indemnification) as to their ownership of their Units or other equity securities of the Company, as applicable, as are given by the Dragging Parties with respect to such party’s ownership of Units or other equity securities of the Company, as applicable, and (iii) to pay, severally and not jointly, their proportionate share of the reasonable costs incurred in connection with such transaction to the extent not paid or reimbursed by the Company or the transferee or acquiring Person. If the Transfer referred to in the Drag-Along Notice is not consummated within 120 days from the date of the Drag-Along Notice, the Dragging Parties must deliver another Drag-Along Notice in order to exercise its rights under this Section 7.05 with respect to such Transfer or any other Transfer.

(c)Each Member hereby irrevocably constitutes and appoints the AS Investor the true and lawful attorney-in-fact of such Member in the Member’s name, place and stead to execute and deliver any agreements required to effectuate any transaction pursuant to this Section 7.05 on behalf of such Member by giving the AS Investor full power and authority to do and perform each and every act and thing whatever requisite and necessary to be done in and about the foregoing as fully as such Member might or could do if personally present, and hereby ratifies and confirms all that the AS Investor shall lawfully do or cause to be done by virtue thereof. The foregoing power of attorney is coupled with an interest, is irrevocable and shall survive and be unaffected by any subsequent disability, or incapacity of the Member (or if the Member is a corporation, trust, association, liability company or other legal entity, by the dissolution or termination thereof).

ARTICLE VIII

CONVERSION TO IPO CORPORATION; EXCHANGE OF INTERESTS

SECTION 8.01.Conversion to IPO Corporation.

(a)In connection with any proposed Public Offering approved by the Board, the Board may without the consent or approval of the Members (i) amend this Agreement to provide for a conversion of the Company in accordance with Delaware law to a corporation or such other capital structure as the Board may determine, (ii) distribute shares or other equity interests of any subsidiary of the Company (a “Public Subsidiary”) to the Members, (iii) move the Company, any successor or any subsidiary of the Company to another jurisdiction to facilitate any of the foregoing, or (iv) take such other steps as it deems necessary to create a suitable vehicle for an offering, including a merger or consolidation of the Company with any of its subsidiaries, in each such case in accordance with the Delaware Act and Applicable Law (the resulting entity, the “IPO Corporation”), and in each case for the express purpose of an offering of the securities of such IPO Corporation for sale to the public in a registered public offering pursuant to the Securities Act (an “IPO Conversion”).

(b)In connection with any proposed IPO Conversion, at the option of the Board all or any portion of the Units or any other equity securities of the Company may be converted into or redeemed for shares (or other equity securities and/or options at fair market value) and other rights with substantially equivalent economic, governance, priority and other rights and privileges

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as in effect immediately prior to such IPO Conversion (disregarding the tax treatment of such conversion or redemption). If any such conversion or redemption is effected, each Member agrees to execute and deliver all agreements, instruments and documents as may be reasonably required in order to consummate such conversion or redemption.

(c)In the event that the Company shall make any distribution of Public Subsidiary Securities in accordance with this Section 8.01, the Board shall cause the Public Subsidiary to (i) comply in all respects with Article IX with respect to such Public Offering as if it were a Public Offering of Units and (ii) enter into a registration rights agreement in customary form and with terms consistent with Article IX with each of the Members pursuant to which the Members shall have the rights specified under Article IX with respect to such Public Subsidiary Securities as if such securities were Units or other equity securities hereunder, including with respect to the Public Offering.

(d)In connection with any proposed IPO Conversion, each Member shall take such actions as may be reasonably requested and otherwise cooperate in good faith with the AS Investor, including taking all actions reasonably requested by the Board, in connection with consummating the IPO Conversion (including the voting of any Units or other voting equity securities of the Company (including any voting as may be necessary to effect a transfer by continuation or to authorize an increase in share capital, whether by liquidation of the Company and creation of a new entity, any amendment of this Agreement or otherwise), to approve such IPO Conversion and to take any other actions reasonably requested in order to effectuate an IPO Conversion).

(e)Upon its admission to the Company as a Member and upon the execution and delivery of this Agreement, each Member hereby makes, constitutes and appoints the AS Investor, with full power of substitution and resubstitution, as its true and lawful attorney, for it and in its name, place and stead and for its use and benefit, to act as its proxy in respect of (i) any vote or approval of Members required in connection with an IPO Conversion under the Delaware Act, or otherwise, to give effect to this Article VIII and (ii) the execution and delivery of any other document, or the granting of any other approval, reasonably required in connection with a Public Offering and (iii) the execution and delivery, on behalf of such Member, of the signature page to the Shareholders’ Agreement. The proxy granted pursuant to this Section 8.01 is a special proxy coupled with an interest and is irrevocable. For the avoidance of doubt, except as expressly contemplated by this Section 8.01, none of the Members has granted a proxy to any Person to exercise the rights of any such Member under this Agreement.

SECTION 8.02.Exchange of Interests Other Than in Connection with an IPO. The Members acknowledge that the Board may convert the Company at any time and by any legally available means into a corporation without the approval of any of the Members. In the event that the Board converts the Company into a corporation (other than in connection with a Public Offering), each Member shall receive in exchange for such Member’s Class A Units a number of shares of common stock of the corporation with substantially equivalent economic, governance, priority and other rights and privileges as in effect immediately prior to such conversion (disregarding the tax treatment of such conversion or redemption). The Members hereby agree to, upon consummation of the conversion contemplated in this Section 8.02, enter into a shareholders’ agreement (the “Shareholders’ Agreement”) and shall cause the entity resulting from the conversion in this Section 8.02 to adopt articles of incorporation and bylaws (or

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such other governing documents as may be required) that, when taken together with the Shareholders’ Agreement, will contain terms and conditions substantially identical to those set forth in this Agreement.

ARTICLE IX

REGISTRATION

SECTION 9.01.Piggyback Rights.

(a)Each time the Company is planning to file a registration statement under the Securities Act in connection with the sale of Units or other equity securities of the Company by (i) the Company (other than in connection with an IPO or a registration statement on Form S-4 or S-8 or any similar or successor form) or (ii) AS Persons (the Company or the AS Persons in such case, the “Initiating Party”), the Company will give prompt written notice thereof to the Members at least 15 Business Days prior to the anticipated filing date of such registration statement. Upon the written request of the Members made within 15 days after the receipt of any such notice from the Company, which request will specify the number of Registrable Securities (such securities, together with any other Units or other equity securities of the Company requested to be included in such registration statement by any other Person pursuant to similar registration rights, the “Piggy-Back Securities”) intended to be disposed of by the Members in such offering, the Company will use commercially reasonable efforts to effect the registration under the Securities Act of all Piggy-Back Securities which the Company has been so requested to register by the Members to the extent required to permit the disposition of the Piggy-Back Securities to be registered; provided, that (x) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, any Initiating Party determines for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to each holder of Piggy-Back Securities and thereupon will be relieved of its obligation to register any Piggy-Back Securities in connection with such registration, and (y) if such registration involves an underwritten offering, each such holder must sell its Units or other equity interests of the Company to the underwriters on the same terms and conditions as apply to the Initiating Parties.

(b)If a registration pursuant to this Section 9.01 involves an underwritten offering and the managing underwriter or underwriters advise the Company that, in their opinion, (i) the number of Registrable Securities which the Initiating Party intends to include in such registration, together with the Piggy-Back Securities, exceeds the largest number of such securities which can be sold in such offering without having an adverse effect on such offering (including, but not limited to, the price at which the Registrable Securities can be sold) or (ii) the inclusion of the Piggy-Back Securities in such registration would have an adverse effect on such offering, then the Company will include in such registration (A) first, 100% of the securities, if any, that the Company proposes to sell for its own account, and (B) second, to the extent that the number of securities which the Company proposes to sell is less than the number of securities which the Company has been advised can be sold in such offering without having the adverse effect referred to above, the number of Piggy-Back Securities of each holder (including AS Persons if they are the Initiating Party) determined pro rata on the basis of the portion of the Units or other equity securities of the Company being sold that is owned by each holder requesting registration.

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SECTION 9.02.Registration of AS Persons.

(a)At any time upon the written request of any AS Person (each an “AS Demand Party”) requesting that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by the AS Demand Party and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its commercially reasonable efforts to effect the registration under the Securities Act of:

(i)such Registrable Securities which the Company has been so requested to register by the AS Demand Parties; and

(ii)all other Registrable Securities of the same class or series as are to be registered at the request of the AS Demand Parties and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the date on which the Company gave written notice of the requested registration (which request shall specify the amount and intended method of disposition of such Registrable Securities),

all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered. The Company will be required to effect such number of registrations pursuant to this Section 9.02 as the AS Demand Parties may request; provided, that the Company shall not be obligated to effect a registration for Units or other equity securities of the Company having an aggregate market value of less than $50 million; provided, further, that following such time as AS Persons cease to own a number of Units or other equity securities of the Company that is less than the number of Units or other equity securities of the Company equal to 20% of the total outstanding Units or other equity securities of the Company on the date of this Agreement (subject to adjustment for units splits, combinations or similar events), the Company will not be required to effect more than two such registrations.

(b)If any registration requested pursuant to this Section 9.02 which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with any underwritten public offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form.

(c)A registration requested pursuant to this Section 9.02 will not be deemed to have been effected unless it has become effective; provided, that if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other government agency or court, or for any other reason is not kept effective for a period of 120 days, or if earlier, until the distribution is completed, such registration will be deemed not to have been effected.

(d)If a requested registration pursuant to this Section 9.02 involves an underwritten offering, the AS Demand Party shall have the right to select the investment banker or bankers and managers to administer the offering.

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(e)If a requested registration pursuant to this Section 9.02 involves an underwritten offering and the managing underwriter advises the Company that, in its opinion, the number of securities (including securities other than Registrable Securities) requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities requested to be included in such registration. In the event that the number of Registrable Securities requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all requesting Holders on the basis of the relative number of Registrable Securities then held by each such Holder. In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

SECTION 9.03.Other Registration-Related Matters.

(a)The Company may require any Person that is selling equity securities of the Company in a public offering pursuant to Section 9.01 or Section 9.02 (each, a “Holder”) to furnish to the Company in writing such information regarding such Person and the distribution of the equity securities of the Company which are included in a Public Offering as may from time to time reasonably be requested in writing in order to comply with the Securities Act.

(b)The Company will pay all Registration Expenses in connection with each registration or proposed registration of Registrable Securities pursuant to Section 9.01 or Section 9.02 and the fees and expenses of one counsel for all Holders selected by the Holders of the majority of the Registrable Securities included by such Holders in such registration. Notwithstanding the foregoing, (y) the fees or expenses of any other counsel to the Holders or of any other expert hired directly by the Holders will be the sole responsibility of the Holders and (z) the Holders will be responsible, severally and not jointly, for their respective pro rata portion (determined by reference to the number of shares included in the applicable registration) of all underwriting discounts and commissions and transfer taxes.

(c)Before filing any registration statement or prospectus, or any amendments or supplements thereto, in connection with any registration or proposed registration of Registrable Securities pursuant to Section 9.01 or Section 9.02, the Company will furnish to counsel for the Holders copies of all documents proposed to be filed.

(d)The Company will furnish to each Holder such number of copies of the applicable registration statement and of each amendment or supplement thereto (in each case, including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of Registrable Securities by such Holder.

(e)The Company will use commercially reasonable efforts to register or qualify Registrable Securities covered by a registration statement under such other securities or “blue sky” laws of such jurisdictions as each Holder reasonably requests, and do any and all other

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acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder, except that the Company will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 9.03(e), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction.

(f)The Company will use commercially reasonable efforts to cause the Registrable Securities covered by a registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder thereof to consummate the disposition thereof.

(g)The Company will notify each Holder of Registrable Securities covered by a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act promptly after the Company becomes aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(h)The Company will enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of a majority of securities covered by a registration statement or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities.

(i)The Company will make available for inspection by any Holder of Registrable Securities covered by a registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such Holder or any underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, managers and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such registration statement.

(j)The Company will obtain a “cold comfort” letter or letters from the Company’s independent public accountants in customary form and covering matters of the type customarily covered by “cold comfort” letters as the sellers of a majority of the securities covered by the registration statement reasonably requests.

(k)If such Registrable Securities are equity securities of the Company, the Company will use its best efforts to list such Registrable Securities on any securities exchange on which the equity securities of the Company are then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange.

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(l)Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 9.03(g), such Holder will forthwith discontinue disposition of securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the amended or supplemented prospectus contemplated by Section 9.03(g) and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 9.03(g) to and including the date when each Holder has received the copies of the supplemented or amended prospectus contemplated by Section 9.03(g).

(m)Each Holder will, in connection with an offering of the Company’s securities, upon the request of the Company or of the underwriters managing any underwritten offering of the Company’s securities, agree in writing not to effect any sale, disposition or distribution of Registrable Securities (other than those included in the registration or in a private sale to a third party that is otherwise in accordance with the terms of this Agreement if such third party agrees to be bound by this Agreement, including this Section 9.03(m) without the prior written consent of the managing underwriter for such period of time (not to exceed 180 days) from the effective date of such registration as the Company or the underwriters may specify.

SECTION 9.04.Indemnification.

(a)Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 9.01 or Section 9.02, the Company hereby indemnifies and agrees to hold harmless, to the extent permitted by law, each Holder of Registrable Securities covered by such registration statement, each Affiliate of such Holder and their respective directors and officers, general and limited partners or members and managing members (and the directors, officers, Affiliates and controlling Persons thereof), and each other Person, if any, who controls such Holder within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and expenses to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Statements therein not misleading in the light of the circumstances then existing, and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, in any such preliminary, final or summary prospectus, or any amendment or supplement thereto in reliance upon and in conformity with written information with respect to such

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Indemnified Party furnished to the Company by such Indemnified Party for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such securities by such Holder.

(b)Indemnification by the Holders. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 9.01 or Section 9.02, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities and any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.04(a)) the Company, all other Holders and any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers, general and limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing; provided, however, that each Holder’s aggregate liability hereunder and under Section 9.04(e) with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder. Any indemnification obligation of a Holder of Registrable Securities hereunder shall be several and not joint with each other Holder of Registrable Securities.

(c)Notices of Claims, Etc. Promptly after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 9.04, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, that the failure of the indemnified party to give notice as provided herein will not relieve the indemnifying party of its obligations under Section 9.04(a) or 9.04(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such indemnified party’s reasonable judgment, having common counsel would result in a conflict of interest, between the interests of such indemnified and indemnifying parties, then such indemnified party may employ separate counsel reasonably acceptable to the indemnifying party

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to represent or defend such indemnified party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (and not more than one separate firm of local counsel at any time for all such indemnified parties) in such action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claims or litigation. No indemnified party will consent to entry of any judgment or enter into any settlement without the consent of the indemnifying party (which will not be unreasonably withheld).

(d)Other Indemnification. Indemnification similar to that specified in this Section 9.04 (with appropriate modifications) will be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

(e)Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section 9.04 is unavailable to an indemnified party, the indemnifying party shall contribute to the aggregate losses, damages, liabilities and expenses (collectively, “Losses”) of the nature contemplated by such indemnity agreement incurred by any indemnified party, (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified parties, on the other hand, in connection with the statements or omissions which resulted in such Losses or (ii) if the allocation provided by clause (i) above is not permitted by Applicable Law, in such proportion as is appropriate to reflect not only the relative fault of but also the relative benefits to the Company, on the one hand, and each such indemnified party, on the other hand, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and the indemnified party shall be determined by reference to, among other things, the total proceeds received by the indemnifying party and the indemnified party in connection with the offering to which such Losses relate. The relative fault of the indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or related to information supplied by, the indemnifying party or the indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The parties hereto agree that it would not be just or equitable if the contribution described in this Section 9.04(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 9.04(e), the aggregate liability of any indemnifying party under this Section 9.04(e) and Section 9.04(b) shall be limited to an amount equal to the amount of net proceeds received by such indemnifying party from sales of the Registrable Securities by such indemnifying party pursuant to the offering that gave rise to such Losses.

(f)Non-exclusivity. The obligations of the parties under this Section 9.04 will be in addition to any liability which any party may otherwise have to any other party.

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For purposes of this Article IX, any reference to the Company shall be deemed to include a reference to the IPO Corporation.

ARTICLE X

REPRESENTATIONS AND WARRANTIES OF THE MEMBERS

Each Member hereby represents and warrants to the other Members, as of the date of this Agreement, as follows:

SECTION 10.01.Organization; Standing and Power. Such Member is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized (if it is not a natural person) and has full power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets, including the Units, as applicable, and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on the ability of such Member to perform its obligations under this Agreement (a “Member Material Adverse Effect”).

SECTION 10.02.Authority: Execution and Delivery: Enforceability. Such Member has full power and authority to execute this Agreement. The execution and delivery by such Member of this Agreement has been duly authorized (if it is not a natural person) by all necessary action and no other proceedings on the part of such Member are necessary to approve this Agreement. Such Member has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of such Member, enforceable against it in accordance with its terms.

SECTION 10.03.No Conflicts: Consents. The execution and delivery by such Member of this Agreement do not, and the consummation of the transactions contemplated hereby and compliance by such Member with the terms hereof will not conflict with, or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of such Member under, any provision of (a) the organizational documents of such Member (if it is not a natural person), (b) any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement (a “Contract”) to which such Member is a party or by which any of its properties or assets is bound or (c) any judgment, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule or regulation (“Applicable Law”) applicable to such Member or its properties or assets, other than, in the case of clauses (b) and (c) above, any such items that, individually or in the aggregate, have not had and are not reasonably likely to have a Member Material Adverse Effect. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, any domestic or foreign (whether national, federal, state, provincial, local or otherwise) government or any court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or agency, domestic, foreign or supranational (each, a “Governmental Authority”) is required to be obtained or made by or with respect to such Member in connection with the execution, delivery and performance of this Agreement.

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SECTION 10.04.Investment Intent.

(a)Such Member has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto.

(b)Such Member is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time.

(c)Such Member has been given access to full and complete information regarding the Company and has utilized such access to the Member’s satisfaction for the purpose of obtaining information the Member believes to be relevant in making his, her or its investment decision.

(d)Such Member has acquired or is acquiring (as applicable) the Units for investment purposes only and not with a view to, or for resale in connection with, any distribution to the public or public offering thereof.

(e)Such Member understands that the Units have not been registered under the Securities Act or the securities laws of any jurisdiction and cannot be disposed of unless (i) they are subsequently registered and/or qualified under applicable securities laws or the Member provides evidence reasonably satisfactory to the Board that an exemption from such registration and qualification is available and (ii) the provisions of this Agreement have been complied with.

(f)Such Member is an “accredited investor,” as such term is defined in Rule 501 under the Securities Act.

ARTICLE XI

LIMITATION ON LIABILITY; EXCULPATION

AND INDEMNIFICATION

SECTION 11.01.Limitation on Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in Contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company.

SECTION 11.02.Exculpation and Indemnification.

(a)No Covered Person shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or to any other Covered Person for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company. Whenever in this Agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard (including any legal or equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of law or in equity or otherwise.

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(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence.

(c)The Company shall indemnify, defend and hold harmless each Covered Person against any losses, claims, damages, liabilities, expenses (including all reasonable fees and expenses of counsel), Judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which such Covered Person may be involved or become subject to, in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, Judgment, fine, settlement or other amount is as a result of a Covered Person not acting in good faith on behalf of the Company. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of any act or omission performed or omitted by such Covered Person that was not in good faith on behalf of the Company, the Company shall reimburse such Covered Person for its reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, however that such Covered Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall be finally judicially determined that such Covered Person was not entitled to be indemnified by the Company in connection with such action, suit, proceeding or investigation.

(d)The obligations of the Company under Section 11.02(c) shall be satisfied solely out of and to the extent of the Company’s assets, and no Covered Person shall have any personal liability on account thereof.

ARTICLE XII

DISSOLUTION; LIQUIDATION

SECTION 12.01.Withdrawal of Members. No Member shall have the right, power or authority at any time to voluntarily withdraw as a Member of the Company (except in accordance with this Agreement). No Member shall take any action to dissolve, terminate or liquidate the Company or to require apportionment, appraisal or partition of the Company or any of its assets, or to file a bill for an accounting, except as specifically provided in this Agreement, and each Member, to the fullest extent permitted by Applicable Law, hereby waives any rights to take any such actions under Applicable Law, including any right to petition a court for judicial dissolution under Section 18-802 of the Delaware Act.

SECTION 12.02.Dissolution. The Company shall be dissolved and its affairs wound up, upon the first to occur of any of the following events:

(a)the sale or other disposition of all or substantially all the assets of the Company, unless, in the case of a sale or disposition of less than all the assets of the Company, the Company is continued with the consent of the Board;

(b)the written consent of the Board;

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(c)the entry of a decree of judicial dissolution with respect to the Company under Section 18-802 of the Delaware Act, in contravention of this Agreement; or

(d)any event which makes it unlawful for the business of the Company to be carried on by the Company.

SECTION 12.03.Distribution Upon Dissolution.

(a)Upon dissolution of the Company, the Board, or any Person designated by the Board (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Company and shall, unless the Board shall determine otherwise, liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in accordance with Section 12.03(d).

(b)All saleable assets of the Company may be sold or retained by the Company for distribution to the Members in connection with any liquidation at public or private sale at such price and upon such terms as the Board may deem advisable. Any Member or any Person in which any Member is in any way interested may purchase assets at such sale, provided that such purchase is on commercially reasonable terms.

(c)No Member shall have an obligation to make a contribution or additional capital contribution to restore any negative balance in its Capital Account.

(d)Upon the dissolution of the Company, the assets of the Company shall be distributed in the following order of priority:

(i)first, to the payment of debts and liabilities of the Company and the expenses of liquidation;

(ii)second, to the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company (“Contingencies”). Such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement to payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 12.03; and

(iii)third, any balance shall be distributed to the Members in accordance with Section 3.09.

(e)In the event it is necessary in connection with the liquidation of the Company to distribute property in kind, such property shall be distributed on the basis of its Fair Market Value net of any liabilities encumbering such property and, to the greatest extent possible, shall be distributed pro rata in accordance with the total amounts to be distributed to each Member as liquidation proceeds pursuant to Section 12.03(d)(iii).

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ARTICLE XIII

CERTIFICATES AND UNITS

SECTION 13.01.Certificates.

(a)If at any time the Board determines that it is in the best interests of the Company to issue certificates attesting to the ownership of Units by Members, the provisions of this Section 13.01 shall thereafter apply (and prior to such determination by the Board, if any, this Section 13.01 shall have no force or effect).

(b)Each certificate representing Units issued to the Members will (unless registered under the Securities Act) bear a legend on the face thereof substantially to the following effect (with such additions thereto or changes therein as the Company may be advised by counsel are required by Applicable Law or necessary to give full effect to this Agreement, the “Legend”):

“THE UNITS REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LIMITED LIABILITY COMPANY AGREEMENT AMONG ASP GREDE HOLDINGS LLC AND THE OTHER PERSONS THAT MAY BECOME MEMBERS OF THE COMPANY FROM TIME TO TIME, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT TO THE EXTENT APPLICABLE TO THE HOLDER BY THE TERMS OF SUCH LIMITED LIABILITY COMPANY AGREEMENT.”

“THE UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

The Legend will be removed by the Company by the delivery of substitute certificates without such Legend in the event of (i) a Transfer permitted by this Agreement in which the Permitted Transferee is not required to enter into an Assumption Agreement or (ii) the termination of Article VII pursuant to the terms hereof; provided, however, that the second paragraph of the Legend will only be removed if at such time it is no longer required for purposes of applicable securities laws and the Company receives an opinion to such effect from counsel to the applicable Member in form and substance reasonably satisfactory to the Company.

(c)Lost or Destroyed Certificates. The Company may issue a new certificate for Units in place of any certificate or certificates theretofore issued by it which are alleged to have been lost or destroyed, upon the Member who owns such Units making an affidavit stating that the

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Certificate(s) have been lost or destroyed, and providing an indemnity in form and substance reasonably satisfactory to the Company.

SECTION 13.02.Transfer of Units. No Transfer of Units shall be valid as against the Company except for any Transfer duly made in accordance with Article VII, and upon surrender to the transferee of the certificate therefor, accompanied by an assignment or Transfer by the Member.

SECTION 13.03.Regulations. The Board may make such additional rules and regulations, not inconsistent with this Agreement, as it may deem expedient with respect to the issuance, Transfer and recordation of certificates for the Units.

SECTION 13.04.Registered Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units to receive distributions and to vote as an owner of such Units, if such rights are applicable to such Units, and shall not be bound to recognize any equitable or other claim to or interest in such Units on the part of any other Person, whether or not it shall have express or other notice thereof.

SECTION 13.05.Economic and Voting Privileges. Notwithstanding anything contained in this Agreement, the holders of Class A Units shall be entitled to vote on each such matter properly submitted to a vote of the Members in accordance with the Delaware Act and this Agreement, and shall have such rights to receive allocations and distributions of capital and assets and other economic benefits in accordance with the terms of this Agreement and the Delaware Act.

ARTICLE XIV

ADDITIONAL AGREEMENTS

SECTION 14.01.Intentionally Omitted.

SECTION 14.02.Mergers, Etc. If the Board and the Members holding a majority of the outstanding Units approve or other voting equity securities of the Company (a) any merger, consolidation, amalgamation or other business combination involving the Company, (b) any acquisition by purchase or otherwise of all or a material portion of the business or assets of, or stock or other evidences of beneficial ownership of, any Person, or (c) the sale of all of the business or assets of, or substantially all of the assets of, the Company, then each Member agrees to vote or cause to be voted all of its Units in favor of such transaction and agrees not to exercise (and hereby expressly waives) any appraisal or dissenters’ rights available under any rule, regulation, statute, agreement, the certificate of incorporation, the by-laws or otherwise. If the Board and the Members holding a majority of the outstanding Units or other voting equity securities of the Company approve any merger with or into the Company or any of its Affiliates (or any similar combination transaction), then, in addition to the foregoing, each Member agrees to become a party to a limited liability company agreement, limited partnership agreement or stockholders’ agreement, as applicable, of the surviving entity in such transaction having substantially the same terms as set forth herein. The obligations of each Member with respect to any transaction subject to this Section 14.02 shall be conditioned on the same terms in such transaction applying to such Member as apply to all other Members.

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SECTION 14.03.Irrevocable Proxy; Conflicting Agreements.

(a)Grant of Proxy. In order to secure the obligation of each of the Members to vote his, her or its Units or other voting equity securities of the Company in accordance with the provisions of Section 5.02 and this Section 14.03, and for other good and valuable consideration, each of the Members hereby appoints the AS Investor, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of his, her or its Units or other voting equity securities of the Company on all matters that may be submitted to a vote of the holders of Units or other voting equity securities of the Company. The AS Investor may exercise the irrevocable proxies granted to it hereunder at any time any Member fails to comply with the provisions of this Agreement. The proxies and powers granted by each of the Members pursuant to this Section 14.03 are coupled with an interest and are given to secure the performance of his or her obligations to the AS Investor under this Agreement. Such proxies and powers will be irrevocable for the term of this Agreement and will survive, to the extent applicable, the death, incompetency and Disability of the Members and the respective holders of their securities.

(b)No Conflict. Each Member represents that he, she or it has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement, and no Member shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with or conflicts with the provisions of this Agreement.

SECTION 14.04.Additional Securities Subject to this Agreement. Each Member agrees that any Unit or other equity security of the Company which such Member acquires after the date hereof by means of a unit split, dividend, distribution or exercise or conversion of options, warrants, convertible membership interests, rights, calls or other securities exchangeable or exercisable for or convertible into Units or other equity securities of the Company or by a Transfer or Issuance pursuant to this Agreement or otherwise, will be subject to the provisions of this Agreement to the same extent as if held on the date hereof.

ARTICLE XV

MISCELLANEOUS

SECTION 15.01.Severability. The terms, conditions, and provisions of this Agreement are fully severable, and the decision or Judgment of any arbitrator or court of competent jurisdiction rendering illegal, void or unenforceable any one or more of such terms, conditions or provisions shall not render illegal, void or unenforceable any of the other terms, conditions or provisions hereof and such illegal, void or unenforceable term shall be replaced with a legal, valid and enforceable term which would to the greatest degree possible reflect the original intentions of the parties hereunder.

SECTION 15.02.Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made when (a) delivered by hand, (b) received, if sent by Express Mail, FedEx or other express delivery service or registered or certified mail, return receipt requested, or (c) sent by telecopier (with receipt confirmed by telephone) to the respective parties at the following addresses (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, facsimile, by telecopy or registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the addresses set forth on the signature pages (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15.02).

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(a)If to the Company, to:

ASP Grede Intermediate Holdings LLC

c/o American Securities LLC

299 Park Avenue, 34th Floor

New York, NY 10171

Attention: General Counsel

Fax: (212) 679-5524

with a copy to:

Weil, Gotshal and Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Michael Weisser, Esq.

Fax: (212)310-8007

(b)If to any Member, to them at their last known address or telecopier number in the personnel records of the Company or as otherwise recorded in accordance with Section 4.03.

SECTION 15.03.Headings. The titles at the heading of each Article or Section of this Agreement are for convenience of reference only, and are not to be deemed a part of the Agreement itself.

SECTION 15.04.Entire Agreement. This Agreement and the other agreements and documents referenced herein or contemplated hereby, constitute the entire agreement and understanding of the parties hereto with respect to the matters herein set forth, and all prior negotiations and understandings relating to the subject matter of this Agreement are merged herein and are superseded and canceled by this Agreement, provided, however, that nothing contained in this agreement shall in any way limit the enforceability of any restrictive covenant in any other agreement to which any Minority Investor is a party or any employment agreement between any Member and the Company or any of its Subsidiaries.

SECTION 15.05.Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which shall be deemed an original, and all of which shall be deemed to constitute one and the same agreement.

SECTION 15.06.Amendments: Waiver.

(a)This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by (a) the Company, (b) the AS Investor and (c) the holders of a majority of the Units held by the Minority Investors; provided, that any amendment, supplement or other modification that treats any Minority Investor in a manner that is materially disproportionate from the treatment afforded to all other Minority Investors shall not be effective as to such Minority Investor without his, her or its prior written consent. Notwithstanding the foregoing, in no event shall (x) the issuance of additional Units pursuant to this Agreement, (y) the grant of rights to any Person who makes an investment in the Company in consideration for the receipt of Units (so long as the granting of such rights does not also involve the modification or

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elimination of rights granted previously to holders of Units) or (y) any amendment or modification of this Agreement to reflect the foregoing be deemed to result in any Minority Investor being treated in a manner that is materially disproportionate. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including any investigation by or on behalf of any party, will be deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

(b)[Intentionally Omitted.]

(c)No consent to, or waiver, discharge or release (each, a “Waiver”) of, any provision of or breach under this Agreement shall be valid or effective unless in writing and signed by the party giving such Waiver, and no specific Waiver shall constitute a Waiver with respect to any other provision or breach, whether or not of similar nature. Failure on the part of any party hereto to insist in any instance upon strict, complete and timely performance by another party hereto of any provision of or obligation under this Agreement shall not constitute a Waiver by such party of any of its rights under this Agreement or otherwise.

SECTION 15.07.Confidential Information. At all times during the term of this Agreement and for a period of two years thereafter or for a period of two years after any Person ceases to be a Member hereunder, each such party shall keep strictly confidential and not disclose, use, divulge, publish or otherwise reveal, directly or through another Person, any matters or affairs or the business of the Company or any Member, including, but not limited to, documents and/or information regarding customers, costs, profits, markets, sales, products, product development, key personnel, pricing policies, operational methods, technology, know-how, technical processes, formulae, plans for future development of or concerning the Company, any Member or their respective Affiliates (collectively, “Confidential Information”), except as may be required under Applicable Law and except for information that is currently available to the public, or thereafter becomes available to the public other than as a result of a breach of this Section 15.07. To the extent that such Confidential Information is revealed, each party shall use its best efforts to have the Persons receiving such information retain it in confidence. Upon termination of this Agreement, each party shall return to the applicable other party or destroy all memoranda, notes, records, reports and other documents (including all copies thereof) relating to such Confidential Information which such party may then possess or have under its control.

SECTION 15.08.Further Assurances. The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things as may be necessary in order to give full effect to this Agreement and every provision hereof.

SECTION 15.09.Governing Law. This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware without giving effect to conflicts of law principles that would permit or require the application of the substantive laws of any other jurisdiction.

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SECTION 15.10.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective successors and permitted assigns of each party hereto; provided, however that no party hereto may Transfer or assign any of such party’s Units (or any portion thereof or any beneficial interest therein) or such party’s rights, interests or obligations hereunder, except in accordance with the terms of this Agreement.

SECTION 15.11.Third Parties. This Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party beneficiary hereto.

SECTION 15.12.Equitable Remedies. The rights and remedies of the Members under this Agreement shall not be mutually exclusive (i.e., the exercise of one or more of the rights under this Agreement shall not preclude the exercise of rights under any other provision). Each Member acknowledges that no adequate remedy of law would be available for a breach of this Agreement, and that a breach of this Agreement by one Member would irreparably injure the others, and each Member accordingly agrees that in the event of a breach of any provision, the respective rights and obligations of the parties hereunder shall be enforceable by specific performance, injunction, or other equitable remedy (without bond or security being required), and each Member waives the defense in any action and/or proceeding brought to enforce this Agreement that there exists an adequate remedy or that the other Members are not irreparably injured. Nothing contained herein, however, is intended to, nor shall it, limit or affect any rights at law or by statute or otherwise of any Member as against the others for a breach of any provision, it being the intention of this Section 15.12 to make clear the agreement of the Members that the respective rights and obligations of the Members shall be enforceable in equity as well as at law or otherwise.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
ASP GREDE HOLDINGS LLC
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO LLC AGREEMENT OF ASP GREDE INTERMEDIATE HOLDINGS LLC]

EX-3.111

Exhibit 3.111

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASP GREDE INTERMEDIATE HOLDINGS LLC

a Delaware limited liability company

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of ASP Grede Intermediate Holdings LLC, a Delaware limited liability company (the “Company”), dated as of May    , 2017 (the “Execution Date”), is entered into by MPG Holdco I Inc., a Delaware corporation (“Holdco” or the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”).

WHEREAS, the Company was formed on March 25, 2014 by (i) the filing of the initial certificate of formation of the Company (as amended or amended and restated from time to time, the “Certificate of Formation”) with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on March 25, 2014, and (ii) the entering into of the initial Limited Liability Company Agreement of the Company, dated as of March 25, 2014 (the “Initial LLC Agreement”), by ASP Grede Holdings LLC (“Grede Holdings”), as the sole member of the Company;

WHEREAS, Grede Holdings entered into the Amended and Restated Limited Liability Company Agreement of the Company, dated as of July 24, 2014 (the “First A&R LLC Agreement”), which amended and restated the Initial LLC Agreement in its entirety;

WHEREAS, Grede Holdings assigned the sole limited liability company interest in the Company to Metaldyne Performance Group Inc. (“MPG”) that, in turn, contributed the sole limited liability company interest in the Company to Holdco pursuant to that certain Contribution and Exchange Agreement, dated as of October 20, 2014, by and between MPG and Holdco;

WHEREAS, as of the date hereof, Holdco is the sole member of the Company and the Company has no Minority Investors (as defined in the First A&R LLC Agreement); and

WHEREAS, pursuant to and in accordance with Section 15.06 of the First A&R LLC Agreement, Holdco, as sole member of the Company, with the consent of the Board of Managers (as hereinafter defined) on behalf of the Company, desires to amend and restate the First A&R LLC Agreement in its entirety as set forth herein to, among other things, reflect Holdco as the sole member of the Company and remove certain unnecessary provisions.

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the Member hereby agrees and declares as follows:

1.Name.  The name of the limited liability company continued hereby is “ASP Grede Intermediate Holdings LLC”.

2.Purpose and Powers.  The purpose of the Company is to engage in any activity for which limited liability companies may be formed in the State of Delaware.  The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.Certificates; Term; Existence.  Eric L. Schondorf, who the Member hereby confirms was designated as an “authorized person” within the meaning of the Act, executed, delivered and filed the initial Certificate of Formation with the Secretary of State on March 25, 2014.  Upon the filing of the initial Certificate of Formation with the Secretary of State, his powers as an “authorized person” ceased.  The Member, each Manager (as defined in Section 10(a) hereof), and each Officer (as defined in Section 10(c) hereof) are each a designated “authorized person” and shall continue as a designated “authorized person” within the meaning of the Act.  The Member, any Manager, or any Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.  The term of the Company commenced on March 25, 2014, being the date the initial Certificate of Formation was filed with the Secretary of State, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof.  The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation pursuant to the Act and this Agreement.

4.Registered Office.  The registered office of the Company in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

5.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, Delaware 19801.

6.Admission of Member.  Simultaneously with the execution and delivery of this Agreement, Holdco shall continue as the sole member of the Company in respect of the Interest (as defined in Section 7 hereof) held by it hereunder.

7.Interest.  The Company is authorized to issue a single class of limited liability company interest (as defined in the Act, the “Interest”), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person or entity to comply with the terms and provisions of this Agreement.

8.Capital Contributions.  The Member may, but shall not be required to, contribute cash or other property to the Company as it shall decide, from time to time.

9.Tax Characterization and Returns. Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed

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to be activities of the Member for such purposes.  All provisions of the Certificate of Formation and this Agreement are to be construed so as to preserve that tax status.  The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities for periods during which it is the sole Member of the Company.

10.Management.

(a)Board of Managers.  The management of the Company shall be vested in a Board of Managers (the “Board of Managers”) elected by the Member.  The total number of members on the Board of Managers (each, a “Manager” and collectively, the “Managers”) shall be three (3) unless otherwise fixed at a different number by an amendment hereto or a resolution signed by the Member.  Each Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act.  A Manager shall remain in office until removed by a written instrument signed by the Member (and, for purposes of clarification, the Member may remove and replace any Manager, with or without cause, at any time in its sole discretion) or until such Manager resigns in a written instrument delivered to the Member (and, for purposes of clarification, a Manager may resign, with or without cause, at any time in its sole discretion) or such Manager dies or is unable to serve.  In the event of any such vacancy, the Member may fill the vacancy.  Each Manager shall have one (1) vote.  Except as otherwise provided in this Agreement, the Board of Managers shall act by the affirmative vote of a majority of the total number of Managers.  Each Manager shall perform his or her duties as such in good faith, in a manner he or she 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 serving or having served as a Manager.  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 solely by reason of being a Manager.

(b)Meetings and Powers of Board of Managers.

(i)The Board of Managers shall establish meeting times, dates and places and requisite notice requirements and adopt rules or procedures consistent with the terms of this Agreement.  Any action required to be taken at a meeting of the Board of Managers or any action that may be taken at a meeting of the Board of Managers 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.  Notwithstanding anything to the contrary in this Section 10, the Board of Managers may take without a meeting any action that may be taken by the Board of Managers under this Agreement if such action is approved in writing by a majority of the total number of Managers.

(ii)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 Board of Managers and the Board of Managers may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation, or this Agreement directed or required to be exercised or done by the Member and in so doing shall have the right and

3

authority to take all actions which the Board of Managers deems necessary, useful or appropriate for the management and conduct of the business of the Company; provided, however, that the Member may amend this Agreement at any time and thereby broaden or limit the Board of Managers’ power and authority.

(c)Officers.  The Company may have officers who are appointed by the Board of Managers (collectively, the “Officers” and each, an “Officer”), and any such person or entity may have titles as the Board of Managers may designate, including, without limitation, the titles of President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, and Chief Financial Officer.  Any Officers may be appointed and removed, with or without cause, at the will of the Board of Managers.  If any Officers are appointed by the Board of Managers, they shall have the power and authority to act on behalf of the Company, and shall perform those functions, as specified by the Board of Managers or as is otherwise provided herein.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Board of Managers, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company.  If one or more of a President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or Chief Financial Officer is appointed, each shall perform those functions as are herein provided unless otherwise specified by the Board of Managers:

(i)President.  The President shall be the chief executive officer of the Company and shall, subject to the supervision, direction and control of the Board of Managers, have the general powers and duties of supervision, direction, management and control of the day-to-day business and affairs of the Company and of the other Officers of the Company, including the power to sign all instruments, certificates, agreements, and documents that have been approved by the Board of Managers or as otherwise provided herein and all powers necessary to direct and control the organizational and reporting relationships within the Company, and shall have such other powers and perform such other duties as may be prescribed by the Board of Managers or as otherwise set forth herein.

(ii)Vice President.  In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Board of Managers, 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 Managers or the President may from time to time prescribe.

(iii)Secretary and Assistant Secretary.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, or other place the Board of Managers may direct, a book of minutes of all formal actions of the Board of Managers and the Member.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the Interest owned by the Member, the number and date of certificates issued in respect of the Member’s Interest, if any, and the number and date of cancellation of every certificate surrendered for cancellation.  The Secretary shall have those other powers and perform other

4

duties as may be prescribed by the Board of Managers or the President or as otherwise set forth herein.  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 order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability 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 Managers or the President may from time to time prescribe.

(iv)Chief Financial Officer.  The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, when requested, counsel with and advise the other Officers of the Company and shall perform such other duties and have such other powers as the Board of Managers or the President may from time to time prescribe.

(v)Treasurer and Assistant Treasurer.  The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company.  The books of account shall at all times be open to inspection by the Board of Managers and the Member.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with the depositaries designated by the Board of Managers.  The Treasurer shall disburse the funds of the Company as may be ordered by the Board of Managers, shall render to the President and the Board of Managers, whenever the President or the Board of Managers requests it, an account of all of his or her transactions and of the financial condition of the Company and shall have other powers and perform other duties as may be prescribed by the Board of Managers or the President or as otherwise set forth herein.  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 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 Managers or the President may from time to time prescribe.

(d)Appointed Managers and Officers.  The Managers and Officers of the Company as of the Execution Date shall be the persons listed on Schedule A and Schedule B, respectively, attached hereto.

(e)Rights and Powers of the Member.  The 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 Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, the Act.  The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required by the Act.  Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Managers, or otherwise) in connection with any of the following matters without the written consent of the Member:

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(i)the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent;

(ii)the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law;

(iii)consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property;

(iv)the merger or conversion of the Company with or to any other entity;

(v)the sale of all or substantially all of the Company’s assets; or

(vi)the amendment of this Agreement.

11.Distributions.  The Board of Managers, at any time and from time to time, may cause the Company to distribute to the Member any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.Assignments.  The Member may assign all or any part of its Interest in the sole discretion of the Member.

13.Resignation.  The Member may resign from the Company at any time.  Upon any such permitted resignation, the resigning Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company, such determination to be made by the Board of Managers and, absent manifest error, such determination shall be binding on the Member and the Company.

14.Additional Members.  No additional persons or entities may be admitted as members of the Company except upon an assignment by the Member of all or any part of its Interest.

15.Compensation.  The Managers and the Officers shall not receive compensation for services rendered to the Company.

16.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the personal representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

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17.Distributions upon Dissolution.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and no Manager or Officer shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member, the Managers, and the Officers until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation has been cancelled pursuant to the Act and this Agreement.  The Board of Managers shall be responsible for overseeing the winding up and dissolution of the Company.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Board of Managers shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.

18.Certificate of Cancellation.  Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Board of Managers shall promptly cause to be executed and filed a certificate of cancellation in accordance with the Act and the laws of any other jurisdictions in which the Board of Managers deems such filing necessary or advisable.

19.Limited Liability.  The Member shall not have any liability for the obligations of the Company except to the extent required by the Act.

20.Amendment.  This Agreement may be amended only in a writing signed by the Member.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.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 any party to lose the benefit of its economic bargain.

23.Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and amends and restates the First A&R LLC Agreement in its entirety.

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24.Notices.  Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement shall be in writing or by facsimile and shall be deemed to have been delivered, given and received for all purposes (i) if delivered personally to the person or entity or to an officer of the entity to whom the same is directed, or (ii) when the same is actually received, if sent either by courier or delivery service or registered or certified mail, postage and charges prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimiled communication sent by registered or certified mail, postage and charges prepaid, addressed to the recipient party at the address designated by such party.

25.Relationship between the Agreement and the Act.  Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly.  For purposes of this Section 25, “Default Rule” means a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s certificate of formation or limited liability company agreement.

26.Effectiveness of this Agreement.  Section 10(d) of this Agreement shall be effective as of the Execution Date, and pursuant to Section 18-201(d) of the Act, all other provisions of this Agreement shall be effective as of October 20, 2014.

27.Counterpart Execution.  This Agreement may be executed in any number of counterparts with the same effect as if all of the parties hereto had signed the same document.  All counterparts shall be construed together and shall constitute one agreement.  This Agreement may be delivered by facsimile transmission of the relevant signature pages hereof.

[signature page follows]

8

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed as of the Execution Date.

	SOLE MEMBER:
	MPG HOLDCO I INC.
	By:	/s/ Michael K. Simonte
	Name:	Michael K. Simonte
	Title:	President
ACCEPTED AND AGREED BY
THE BOARD OF MANAGERS:
/s/ Michael K. Simonte
Michael K. Simonte
/s/ Christopher J. May
Christopher J. May
/s/ David E. Barnes
David E. Barnes

Second Amended and Restated

Limited Liability Company Agreement of

ASP Grede Intermediate Holdings LLC

Schedule A

Board of Managers

Michael K. Simonte

Christopher J. May

David E. Barnes

Schedule B

Officers

Name	Title/Office
Michael K. Simonte	President
Christopher J. May	Vice President and Chief Financial Officer
Shannon J. Curry	Treasurer
David E. Barnes	Secretary
Laura L. Douglas	Assistant Secretary

EX-3.112

Exhibit 3.112

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:52 PM 01/28/2010

FILED 06:28 PM 01/28/2010

SRV 100085254 - 4782675 FILE

CERTIFICATE OF INCORPORATION

OF

GSC RIII — GREDE CORP.

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 GSC RIII — Grede Corp.

SECOND: The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle (zip code 19808); and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service 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 thousand five hundred (1,500) shares, all of which are of a par value of one cent ($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: Steven A. Lipstein, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, NY 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 January 28, 2010.

/s/ Steven A. Lipstein

Steven A. Lipstein

Incorporator

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:32 PM 10/15/2014

FILED 05:09 PM 10/15/2014

SRV 141297670 - 4782675 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The name of the corporation is GSC RIII - GREDE CORP.

2.The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington , County of New Castle Zip Code 1980l. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
Authorized Officer
Name:	Liela Morad
Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

This Certificate of Formation of GSC RIII — Grede LLC (the “LLC”) is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company is GSC RIII — Grede LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808. The name of the registered agent of the LLC in the State of Delaware at such address is Corporation Service Company.

THIRD: This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation this 31th day of December, 2015.

By:	/s/ Jan van Dijk
	Name:	Jan van Dijk
	Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 12/31/2015

FILED 01:33 PM 12/31/2015

SR 20151608935 - File Number 4782675

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 12/31/2015

FILED 01:33 PM 12/31/2015

SR 20151608935 - File Number 4782675

CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY

OF

GSC RIII — GREDE CORP.

TO

GSC RIII — GREDE LLC

Pursuant to Section 18-214 of the Delaware Limited Liability Company Act and

Section 266 of Delaware General Corporation Law

This Certificate of Conversion to Limited Liability Company dated December 31, 2015, has been duly executed and is being filed by GSC RIII — Grede Corp., a Delaware corporation (the “Company”), and the undersigned authorized person of GSC RIII -Grede LLC, a Delaware limited liability company (the “LLC”), to convert the Company to the LLC, under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) and the Delaware General Corporation Law (8 Del.C. § 101, et seq.) (the “GCL”).

1.The Company’s name when it was originally incorporated was GSC RIII — Grede Corp.

2.The Company’s name immediately prior to the filing of this certificate of Conversion to Limited Liability Company was GSC RIII — Grede Corp.

3.The Company filed its original certificate of incorporation with the Secretary of State of the State of Delaware and was first incorporated on the 28th day of January 2010, in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to Limited Liability Company.

4.The name of the limited liability company into which the Company shall be converted as set forth in its certificate of formation is GSC RIII — Grede LLC.

5.The conversion of the Company to the LLC has been approved in accordance with the provisions of Sections 228 and 266 of the GCL.

6.The conversion of the Company to the LLC shall be effective upon the filing of this Certificate of Conversion to Limited Liability Company and a Certificate of Formation with the Secretary of State of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Conversion to Limited Liability Company as of the date first written above.

GSC RIII — GREDECORP.			GSC RIII — GREDE LLC
By:	/s/ Jan van Dijk		By:	/s/ Jan van Dijk
	Name:	Jan van Dijk		Name:	Jan van Dijk
	Title:	Treasurer		Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is GSC RIII - Grede LLC

2.The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington , Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

State of Delaware
Secretary of State
Division of Corporations
Delivered 03:23 PM 01/05/2016	By:	/s/ Jan van Dijk
FILED 03:23 PM 01/05/2016	Authorized Person
SR 20160047552 - File Number 4782675
	Name:	Jan van Dijk
	Print or Type

EX-3.113

Exhibit 3.113

LIMITED LIABILITY COMPANY AGREEMENT

OF

GSC RIII - GREDE LLC

a Delaware limited liability company

This Limited Liability Company Agreement (this “Agreement”) of GSC RIII - Grede LLC, a Delaware limited liability company (the “Company”), dated as of May    , 2017 (the “Execution Date”), is entered into by ASP Grede Acquisitionco LLC, a Delaware limited liability company (“Acquisitionco” or the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”).

WHEREAS, the Company became a limited liability company on December 31, 2015 pursuant to the conversion of GSC RIII - Grede Corp., a Delaware corporation (the “Corporation”), to the Company in accordance with Section 266 of the General Corporation Law of the State of Delaware and Section 18-214 of the Act (the “Conversion”); and

WHEREAS, the Member desires to enter into this Agreement, effective as of the effective time of the Conversion, to govern the business and affairs of the Company.

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the undersigned, being the sole Member of the Company, does hereby agree and declare as follows:

1.Name.  The name of the limited liability company governed by this Agreement is “GSC RIII - Grede LLC”.

2.Purpose and Powers.  The purpose of the Company is to engage in any activity for which limited liability companies may be formed in the State of Delaware.  The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.Certificates; Term; Existence.  Jan van Dijk, whom the Member hereby confirms was designated as an “authorized person” within the meaning of the Act, has executed, delivered and filed the initial certificate of formation of the Company (as amended or amended and restated from time to time, the “Certificate of Formation”) with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 31, 2015 and has executed, delivered, and filed a Certificate of Amendment to the initial Certificate of Formation (the “Certificate of Amendment”) with the Secretary of State on January 5, 2016.  Upon the filing of the Certificate of Amendment with the Secretary of State, his powers as an “authorized person” ceased, and the Member and each Officer (as hereinafter defined) thereupon each became a designated “authorized person” and shall continue as a designated “authorized person” within the meaning of the Act.  The Member or any Officer shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct

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business. The term of the Company commenced on January 28, 2010, being the date the initial Certificate of Incorporation of the Corporation was filed with the Secretary of State, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof.  The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation pursuant to the Act and this Agreement.

4.Registered Office.  The registered office of the Company in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

5.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, Delaware 19801.

6.Admission of Member.  Simultaneously with the Conversion, Acquisitionco was admitted to the Company as the sole member of the Company in respect of the Interest (as defined in Section 7 hereof) held by it hereunder.

7.Interest.  The Company is authorized to issue a single class of limited liability company interest (as defined in the Act, the “Interest”), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person or entity to comply with the terms and provisions of this Agreement.

8.Capital Contributions.  The Member may, but shall not be required to, contribute cash or other property to the Company as it shall decide from time to time.

9.Tax Characterization and Returns.  Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes.  All provisions of the Certificate of Formation and this Agreement are to be construed so as to preserve that tax status.  The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities for periods during which it is the sole Member of the Company.

10.Management.

a.Member Managed.  The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company.  All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.Officers.  The Company may have officers who are appointed by the Member (collectively, the “Officers” and each, an “Officer”), and any such person or entity may have titles as the Member may designate, including, without limitation, the titles of President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Chief

2

Financial Officer, and Finance Director.  Any Officers may be appointed and removed, with or without cause, at the will of the Member.  If any Officers are appointed by the Member, they shall have the power and authority to act on behalf of the Company, and shall perform those functions, as specified by the Member or as is otherwise provided herein.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company.  If one or more of a President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Chief Financial Officer, or Finance Director is appointed, each shall perform those functions as are herein provided unless otherwise specified by the Member:

i.President.  The President shall be the chief executive officer of the Company and shall, subject to the supervision, direction and control of the Member, have the general powers and duties of supervision, direction, management and control of the day-to-day business and affairs of the Company and of the other Officers of the Company, including the power to sign all instruments, certificates, agreements, and documents that have been approved by the Member or as otherwise provided herein and all powers necessary to direct and control the organizational and reporting relationships within the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member or as otherwise set forth herein.

ii.Vice President.  In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, 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 Member or the President may from time to time prescribe.

iii.Secretary and Assistant Secretary.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, or other place the Member may direct, a book of minutes of all formal actions of the Member.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the Interest owned by the Member, the number and date of certificates issued in respect of the Member’s Interest, if any, and the number and date of cancellation of every certificate surrendered for cancellation.  The Secretary shall have those other powers and perform other duties as may be prescribed by the Member or the President or as otherwise set forth herein.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability 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 Member or the President may from time to time prescribe.

iv.Chief Financial Officer.  The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer

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shall, when requested, counsel with and advise the other Officers of the Company and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

v.Treasurer and Assistant Treasurer.  The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company.  The books of account shall at all times be open to inspection by the Member.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with the depositaries designated by the Member.  The Treasurer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever the Member requests it, an account of all of his or her transactions and of the financial condition of the Company and shall have other powers and perform other duties as may be prescribed by the Member or the President or as otherwise set forth herein.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member (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 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 Member or the President may from time to time prescribe.

vi.Finance Director.  The Finance Director shall develop the budgetary needs of the Company.  The Finance Director shall assist the President as to the financial needs of the Company and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

c.Appointed Officers.  The Officers of the Company as of the Execution Date shall be the persons listed on Schedule A attached hereto.

11.Distributions.  At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.Assignments.  The Member may assign all or any part of its Interest in the sole discretion of the Member.

13.Resignation.  The Member may resign from the Company at any time.  Upon any such permitted resignation, the resigning Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.Additional Members.  No additional persons or entities may be admitted as members of the Company except upon an assignment by the Member of all or any part of its Interest.

15.Compensation.  Neither the Member nor any Officer shall receive compensation for services rendered to the Company.

16.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of

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the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the personal representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.Distributions upon Dissolution.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and neither the Member nor any Officer shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member and the Officers until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation has been cancelled pursuant to the Act and this Agreement.  The Member shall be responsible for overseeing the winding up and dissolution of the Company.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.

18.Certificate of Cancellation.  Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a certificate of cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.Limited Liability.  The Member shall not have any liability for the obligations of the Company except to the extent required by the Act.

20.Amendment.  This Agreement may be amended only in a writing signed by the Member.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.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 any party to lose the benefit of its economic bargain.

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23.Relationship between the Agreement and the Act.  Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly.  For purposes of this Section 23, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s certificate of formation or limited liability company agreement.

24.Effectiveness of this Agreement.  Section 10(c) of this Agreement shall be effective as of the Execution Date and, pursuant to Section 18-201(d) of the Act, the other provisions of this Agreement shall be effective as of the effective time of the Conversion.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned has caused this Limited Liability Company Agreement to be duly executed as of the Execution Date.

SOLE MEMBER:
ASP GREDE ACQUISITIONCO LLC
By:	/s/ Michael K. Simonte
Name:	Michael K. Simonte
Title:	President

Limited Liability Company Agreement of

GSC RIII - Grede LLC

Schedule A

Name	Title/Office
Michael K. Simonte	President
Christopher J. May	Vice President and Chief Financial Officer
Shannon J. Curry	Treasurer
David E. Barnes	Secretary
Laura L. Douglas	Assistant Secretary
Dan Schipper	Finance Director

EX-3.114

Exhibit 3.114

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:09 PM 10/12/2012

FILED 05:09 PM 10/12/2012

SRV 121125978 - 4781290 FILE

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

OF

TCW SHOP IV SUBSIDIARY INVESTMENT CORPORATION (GREDE), INC.

TCW Shop IV Subsidiary Investment Corporation (Grede), Inc. (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that:

1.     The name of the corporation is TCW Shop IV Subsidiary Investment Corporation (Grede), Inc.

2.     The certificate of incorporation of the corporation is hereby amended by striking out Article First thereof and by substituting in lieu of said Article the following new Article :

First: The name of the Corporation is SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC.

3.     The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

Executed on this 10th day of October, 2012.

/s/ George P. Hawley

George P. Hawley

Senior Vice President

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:32 PM 10/15/2014

FILED 05:10 PM 10/15/2014

SRV 141297681 - 4781290 FILE

STATE OF DELAWARE

CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND/OR REGISTERED OFFICE

The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.             The name of the corporation is SHOP TV SUBSIDIARY INVESTMENT (GREDE), INC. .

2.             The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center 1209 Orange (street), in the City of Wilmington, County of New Castle Zip Code 19801. The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY.

3.             The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation.

By:	/s/ Liela Morad
Authorized Officer
Name:		Liela Morad
Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

This Certificate of Formation of SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC. (the “LLC”) is being duly executed and filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act.

FIRST: The name of the limited liability company is Shop IV Subsidiary Investment (Grede), LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808. The name of the registered agent of the LLC in the State of Delaware at such address is Corporation Service Company.

THIRD: This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation this 31th day of December, 2015.

By:	/s/ Jan van Dijk
	Name:	Jan van Dijk
	Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 12/31/2015

FILED 01:33 PM 12/31/2015

SR 20151608937 - File Number 4781290

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 12/31/2015

FILED 01:33 PM 12/31/2015

SR 20151608937 - File Number 4781290

CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY

OF

SHOP IV SUBSIDIARY INVESTMENT (GREDE), INC..

TO

SHOP IV SUBSIDIARY INVESTMENT (GREDE), LLC

Pursuant to Section 18-214 of the Delaware Limited Liability Company Act and

Section 266 of Delaware General Corporation Law

This Certificate of Conversion to Limited Liability Company dated December 31, 2015, has been duly executed and is being filed by Shop IV Subsidiary Investment (Grede), Inc., a Delaware corporation (the “Company”), and the undersigned authorized person of Shop IV Subsidiary Investment (Grede), LLC, a Delaware limited liability company (the “LLC”), to convert the Company to the LLC, under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) and the Delaware General Corporation Law (8 Del.C. § 101, et seq.) (the “GCL”).

1.The Company’s name when it was originally incorporated was TWC Shop IV Subsidiary Investment (Grede), Inc.

2.The Company’s name immediately prior to the filing of this certificate of Conversion to Limited Liability Company was Shop IV Subsidiary Investment (Grede), Inc.

3.             The Company filed its original certificate of incorporation with the Secretary of State of the State of Delaware and was first incorporated on the 27th day of January 2010, in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to Limited Liability Company.

4.The name of the limited liability company into which the Company shall be converted as set forth in its certificate of formation is Shop IV Subsidiary Investment (Grede), LLC.

5.             The conversion of the Company to the LLC has been approved in accordance with the provisions of Sections 228 and 266 of the GCL.

6.             The conversion of the Company to the LLC shall be effective upon the filing of this Certificate of Conversion to Limited Liability Company and a Certificate of Formation with the Secretary of State of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Conversion to Limited Liability Company as of the date first written above.

SHOP IV SUBSIDIARY			SHOP IV SUBSIDIARY
INVESTMENT (GREDE), INC.			INVESTMENT (GREDE), LLC
By:	/s/ Jan van Dijk		By:	/s/ Jan van Dijk
	Name:	Jan van Dijk		Name:	Jan van Dijk
	Title:	Treasurer		Title:	Authorized Person

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is Shop IV Subsidiary Investment (Grede), LLC.

2.             The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801 .The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:25 PM 01/05/2016

FILED 03:25 PM 01/05/2016

SR 20160047553 - File Number 4781290

By:	/S/ Jan van Dijk
Authorized Person
Name:		Jan van Dijk
Print or Type

EX-3.115

Exhibit 3.115

LIMITED LIABILITY COMPANY AGREEMENT

OF

SHOP IV SUBSIDIARY INVESTMENT (GREDE), LLC

a Delaware limited liability company

This Limited Liability Company Agreement (this “Agreement”) of Shop IV Subsidiary Investment (Grede), LLC, a Delaware limited liability company (the “Company”), dated as of May    , 2017 (the “Execution Date”), is entered into by ASP Grede Acquisitionco LLC, a Delaware limited liability company (“Acquisitionco” or the “Member”), pursuant to and in accordance with the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et seq. (the “Act”).

WHEREAS, the Company became a limited liability company on December 31, 2015 pursuant to the conversion of Shop IV Subsidiary Investment (Grede), Inc., a Delaware corporation (the “Corporation”), to the Company in accordance with Section 266 of the General Corporation Law of the State of Delaware and Section 18-214 of the Act (the “Conversion”); and

WHEREAS, the Member desires to enter into this Agreement, effective as of the effective time of the Conversion, to govern the business and affairs of the Company.

NOW, THEREFORE, in consideration of the premises and the covenants herein contained, the undersigned, being the sole Member of the Company, does hereby agree and declare as follows:

1.Name.  The name of the limited liability company governed by this Agreement is “Shop IV Subsidiary Investment (Grede), LLC”.

2.Purpose and Powers.  The purpose of the Company is to engage in any activity for which limited liability companies may be formed in the State of Delaware.  The Company shall possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

3.Certificates; Term; Existence.  Jan van Dijk, whom the Member hereby confirms was designated as an “authorized person” within the meaning of the Act, has executed, delivered and filed the initial certificate of formation of the Company (as amended or amended and restated from time to time, the “Certificate of Formation”) with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”) on December 31, 2015 and has executed, delivered, and filed a Certificate of Amendment to the initial Certificate of Formation (the “Certificate of Amendment”) with the Secretary of State on January 5, 2016.  Upon the filing of the Certificate of Amendment with the Secretary of State, his powers as an “authorized person” ceased, and the Member and each Officer (as hereinafter defined) thereupon each became a designated “authorized person” and shall continue as a designated “authorized person” within the meaning of the Act.  The Member or any Officer shall execute, deliver and file any

1

other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any jurisdiction in which the Company may wish to conduct business.  The term of the Company commenced on January 27, 2010, being the date the initial Certificate of Incorporation of the Corporation was filed with the Secretary of State, and the term of the Company shall continue until the dissolution of the Company pursuant to Section 16 hereof.  The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation pursuant to the Act and this Agreement.

4.Registered Office.  The registered office of the Company in the State of Delaware is located at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

5.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, Delaware 19801.

6.Admission of Member.  Simultaneously with the Conversion, Acquisitionco was admitted to the Company as the sole member of the Company in respect of the Interest (as defined in Section 7 hereof) held by it hereunder.

7.Interest.  The Company is authorized to issue a single class of limited liability company interest (as defined in the Act, the “Interest”), that shall include any and all benefits to which the holder of such Interest may be entitled as provided in this Agreement, together with all obligations of such person or entity to comply with the terms and provisions of this Agreement.

8.Capital Contributions.  The Member may, but shall not be required to, contribute cash or other property to the Company as it shall decide from time to time.

9.Tax Characterization and Returns.  Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes.  All provisions of the Certificate of Formation and this Agreement are to be construed so as to preserve that tax status.  The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities for periods during which it is the sole Member of the Company.

10.Management.

a.Member Managed.  The management of the Company shall be vested solely in the Member, who shall have all powers to control and manage the business and affairs of the Company and may exercise all powers of the Company.  All instruments, contracts, agreements and documents shall be valid and binding on the Company if executed by the Member.

b.Officers.  The Company may have officers who are appointed by the Member (collectively, the “Officers” and each, an “Officer”), and any such person or entity

2

may have titles as the Member may designate, including, without limitation, the titles of President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Chief Financial Officer, and Finance Director.  Any Officers may be appointed and removed, with or without cause, at the will of the Member.  If any Officers are appointed by the Member, they shall have the power and authority to act on behalf of the Company, and shall perform those functions, as specified by the Member or as is otherwise provided herein.  The Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Member, are agents of the Company for the purpose of the Company’s business, and the actions of the Officers taken in accordance with such powers shall bind the Company.  If one or more of a President, Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Chief Financial Officer, or Finance Director is appointed, each shall perform those functions as are herein provided unless otherwise specified by the Member:

i.President.  The President shall be the chief executive officer of the Company and shall, subject to the supervision, direction and control of the Member, have the general powers and duties of supervision, direction, management and control of the day-to-day business and affairs of the Company and of the other Officers of the Company, including the power to sign all instruments, certificates, agreements, and documents that have been approved by the Member or as otherwise provided herein and all powers necessary to direct and control the organizational and reporting relationships within the Company, and shall have such other powers and perform such other duties as may be prescribed by the Member or as otherwise set forth herein.

ii.Vice President.  In the absence of the President or in the event of the President’s inability to act, the Vice President, if any (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Member, 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 Member or the President may from time to time prescribe.

iii.Secretary and Assistant Secretary.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, or other place the Member may direct, a book of minutes of all formal actions of the Member.  The Secretary shall keep or cause to be kept at the principal place of business of the Company, a register or a duplicate register showing the name and address of the Member, the Interest owned by the Member, the number and date of certificates issued in respect of the Member’s Interest, if any, and the number and date of cancellation of every certificate surrendered for cancellation.  The Secretary shall have those other powers and perform other duties as may be prescribed by the Member or the President or as otherwise set forth herein.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability 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 Member or the President may from time to time prescribe.

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iv.Chief Financial Officer.  The Chief Financial Officer shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Company. The Chief Financial Officer shall, when requested, counsel with and advise the other Officers of the Company and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

v.Treasurer and Assistant Treasurer.  The Treasurer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Company.  The books of account shall at all times be open to inspection by the Member.  The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Company with the depositaries designated by the Member.  The Treasurer shall disburse the funds of the Company as may be ordered by the Member, shall render to the President and the Member, whenever the Member requests it, an account of all of his or her transactions and of the financial condition of the Company and shall have other powers and perform other duties as may be prescribed by the Member or the President or as otherwise set forth herein.  The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member (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 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 Member or the President may from time to time prescribe.

vi.Finance Director. The Finance Director shall develop the budgetary needs of the Company.  The Finance Director shall assist the President as to the financial needs of the Company and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

c.Appointed Officers.  The Officers of the Company as of the Execution Date shall be the persons listed on Schedule A attached hereto.

11.Distributions.  At such time as the Member shall determine, the Member may cause the Company to distribute any cash held by it that is neither reasonably necessary for the operation of the Company nor otherwise in violation of Sections 18-607 or 18-804 of the Act.

12.Assignments.  The Member may assign all or any part of its Interest in the sole discretion of the Member.

13.Resignation.  The Member may resign from the Company at any time.  Upon any such permitted resignation, the resigning Member shall receive the fair value of its Interest, determined as of the date it ceases to be a member of the Company.

14.Additional Members.  No additional persons or entities may be admitted as members of the Company except upon an assignment by the Member of all or any part of its Interest.

15.Compensation.  Neither the Member nor any Officer shall receive compensation for services rendered to the Company.

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16.Dissolution.  The Company shall dissolve, and its affairs shall be wound up, upon the earliest to occur of (a) the decision of the Member, or (b) an event of dissolution of the Company under the Act; provided, however, that within ninety (90) days following any event terminating the continued membership of the Member, if the personal representative (as defined in the Act) of the Member agrees in writing to continue the Company and to admit itself or some other person as a member of the Company effective as of the date of the occurrence of the event that terminated the continued membership of the Member, then the Company shall not be dissolved and its affairs shall not be wound up.

17.Distributions upon Dissolution.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and neither the Member nor any Officer shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs; provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Member and the Officers until such time as the property of the Company has been distributed pursuant to this Section 17 and the Certificate of Formation has been cancelled pursuant to the Act and this Agreement.  The Member shall be responsible for overseeing the winding up and dissolution of the Company.  Upon the dissolution of the Company pursuant to Section 16 hereof, the Member shall take full account of the Company’s liabilities and assets and shall cause the assets or the proceeds from the sale thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, to the Member, after paying or making reasonable provision for all of the Company’s creditors to the extent required by Section 18-804 of the Act.

18.Certificate of Cancellation.  Upon completion of the winding up and liquidation of the Company in accordance with Section 17 hereof, the Member shall promptly cause to be executed and filed a certificate of cancellation in accordance with the Act and the laws of any other jurisdictions in which the Member deems such filing necessary or advisable.

19.Limited Liability.  The Member shall not have any liability for the obligations of the Company except to the extent required by the Act.

20.Amendment.  This Agreement may be amended only in a writing signed by the Member.

21.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICTS OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

22.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

5

this Agreement without such illegal or invalid term or provision would be to cause any party to lose the benefit of its economic bargain.

23.Relationship between the Agreement and the Act.  Regardless of whether any provision of this Agreement specifically refers to particular Default Rules, (a) if any provision of this Agreement conflicts with a Default Rule, the provision of this Agreement controls and the Default Rule is modified or negated accordingly, and (b) if it is necessary to construe a Default Rule as modified or negated in order to effectuate any provision of this Agreement, the Default Rule is modified or negated accordingly.  For purposes of this Section 23, “Default Rule” shall mean a rule stated in the Act that applies except to the extent it is negated or modified through the provisions of a limited liability company’s certificate of formation or limited liability company agreement.

24.Effectiveness of this Agreement.  Section 10(c) of this Agreement shall be effective as of the Execution Date and, pursuant to Section 18-201(d) of the Act, the other provisions of this Agreement shall be effective as of the effective time of the Conversion.

[signature page follows]

6

IN WITNESS WHEREOF, the undersigned has caused this Limited Liability Company Agreement to be duly executed as of the Execution Date.

SOLE MEMBER:
ASP GREDE ACQUISITIONCO LLC
By:	/s/ Michael K. Simonte
Name:	Michael K. Simonte
Title:	President

Limited Liability Company Agreement of

Shop IV Subsidiary Investment (Grede), LLC

Schedule A

Name	Title/Office
Michael K. Simonte	President
Christopher J. May	Vice President and Chief Financial Officer
Shannon J. Curry	Treasurer
David E. Barnes	Secretary
Laura L. Douglas	Assistant Secretary
Dan Schipper	Finance Director

EX-3.116

Exhibit 3.116

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:29 PM 04/24/2008

FILED 01:29 PM 04/24/2008

SRV 080467630 - 4538529 FILE

CERTIFICATE OF FORMATION

OF

HHI HOLDINGS, LLC

Pursuant to 6 Del. C. § 18-201

1.The name of the limited liability company is HHI Holdings, LLC.

2.The address of the registered office in the State of Delaware is 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901. The name of the registered agent at such address is National Corporate Research, Ltd.

3.The term of the limited liability company shall be perpetual.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 24th day of April, 2008.

/s/ Michael L. Whitchurch

Michael L. Whitchurch

Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:05 PM 10/03/2014

FILED 01:44 PM 10/03/2014

SRV 141255611 - 4538529 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT CHANGING ONLY THE

REGISTERED OFFICE OR REGISTERED AGENT OF A

LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is HHI HOLDINGS, LLC.

2.The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington, Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:	Liela Morad
	Print or Type

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:52 AM 12/29/2014

FILED 11:52 AM 12/29/2014

SRV 141593224 - 4538529 FILE

CERTIFICATE OF MERGER

HHI HOLDINGS OHIO, LLC, AN OHIO LIMITED LIABILITY COMPANY

INTO

HHI HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COMPANY

Pursuant to Tile 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:

FIRST:The name of the surviving limited liability company is HHI Holdings, LLC, a Delaware limited liability company, and the name of the limited liability company being merged into the surviving limited liability company is HHI Holdings Ohio, LLC, an Ohio limited liability company.

SECOND:The Agreement and Plan of Merger has been approved and executed by the surviving limited liability company and the merging limited liability company.

THIRD:The name of the surviving limited liability company is HHI Holdings, LLC.

FOURTH:The Agreement and Plan of Merger is on file at 47659 Halyard Drive, Plymouth, MI 48170-2429, which is a place of business of the surviving limited liability company.

FIFTH:A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company on request and without cost, to any member of the surviving limited liability company or any member of the merging limited liability company.

IN WITNESS WHEREOF, the surviving limited liability company has caused this certificate to be signed by an authorized person, this 23rd day of December, 2014.

HHI Holdings, LLC, a Delaware
limited liability company
By:	/s/ George Thanopoulos
Name:	George Thanopoulos
Title:	Chief Executive Officer

EX-3.117

Exhibit 3.117

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI HOLDINGS, LLC

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of April 24, 2008, of HHI Holdings, LLC, a Delaware limited liability company (the “Company”), is made by KPS Special Situations Fund II, L.P., a Delaware limited partnership, its sole and managing member (the “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on the date hereof; and

WHEREAS, the Member now wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Member hereby agrees as follows:

1.1Name and Term. The name of the Company is “HHI Holdings, LLC” or such other name as may be determined from time to time by the Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Member may designate from time to time. The principal office of the Company shall be at such place as the Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

1.6Management of Business. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

1.7Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Member to dissolve the Company.

1.8Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

1.9Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

1.10Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

1.11Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

1.12No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*      *      *      *      *

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

KPS Special Situations Fund II L.P.
By:	/s/ Michael Psaros
Name:	Michael Psaros
Title:	Managing Member of KPS Investors II
	GP, LLC, as General Partner of KPS
	Investors II, LP, as General Partner of
	KPS Special Situations Fund II, L.P.

EX-3.118

Exhibit 3.118

HHI HOLDINGS, LLC

A DELAWARE LIMITED LIABILITY COMPANY

AMENDED AND RESTATED LIMITED LIABILITY

COMPANY AGREEMENT

DATED AS OF APRIL 30, 2008

THE UNITS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER RESTRICTIONS ON TRANSFER SET FORTH HEREIN. PURCHASERS OF UNITS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		2
1.1	Definitions	2
1.2	Rules of Construction	7
Article II ORGANIZATION		8
2.1	Name and Term	8
2.2	Formation of the Company	8
2.3	Registered Office; Registered Agent; Principal Office; Other Offices	8
2.4	Qualification in Other Jurisdictions	8
2.5	Purposes and Powers	8
2.6	Fiscal Year	8
2.7	Change in Business Form	8
2.8	No State-Law Partnership	9
Article III UNITS; MEMBERS		9
3.1	Units	9
3.2	Members	9
3.3	New Members	9
3.4	Voting Rights	9
3.5	Action by Written Consent	9
3.6	Lack of Authority	9
3.7	Liability of Members	10
3.8	Capital Contributions; Member Loans	10
3.9	Preemptive Rights	10
3.10	Non-U.S. Holders	10
3.11	Confidentiality	10
3.12	Waiver of Certain Rights	12
3.13	Waiver of Partition	12
3.14	Representations and Warranties	12
3.15	Member Activities	12
Article IV CAPITAL ACCOUNTS		12
4.1	Establishment and Determination of Capital Accounts	12
4.2	Adjustments	13
4.3	Transfer of Capital Accounts	13
4.4	Interest of Capital	13
Article V DISTRIBUTIONS; ALLOCATIONS		14
5.1	Payments for Services	14
5.2	Distributions	14
5.3	Distributions With Respect of Incone Tax	14
5.4	Allocation of Profits and Losses	14

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5.5	Tax Allocations	14
Article VI BOARD OF MANAGERS		15
6.1	Management of Business	15
6.2	Composition; Tenure	15
6.3	Removal of Manages	16
6.4	Resignation; Vacancies	16
6.5	Termination of Rights	16
6.6	General Powers of Board of Directors	16
6.7	Regular Meetings	17
6.8	Special Meetings	17
6.9	Place of Meetings	17
6.10	Telephone Conference	17
6.11	Quorum; Adjournment	17
6.12	Voting Requirements	17
6.13	Action by Written Consent	17
6.14	Committees	18
6.15	Reimbursement; Compensation of Managers	18
6.16	Fiduciary Duties	18
6.17	Manager Activities	18
6.18	Reliance on Information and Advice	18
Article VII OFFICERS		19
7.1	Appointment of Officers	19
7.2	Removal	19
7.3	Vacancies	19
7.4	Compensation	19
Article VIII EXCULPATION AND INDEMNIFICATION		19
8.1	Exculpation	19
8.2	Indemnification	19
8.3	Advance Payment	20
8.4	Survival of Indemnification Obligations	21
8.5	Other Limitation on Indemnification	21
8.6	Nonexclusivity of Rights	21
Article IX TAXES		21
9.1	Tax Returns	21
9.2	Tax Matters Partner	22
9.3	Consent to Elections or Settlements	22
Article X BOOKS, REPORTS AND COMPANY FUNDS		22
10.1	Maintenance of Books	22
10.2	Company Funds	22
10.3	Financial Reports	23
10.4	Certain Costs	23

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10.5	Access to Books and Records	23
Article XI TRANSFERS		23
11.1	Transfer of Units	23
11.2	Right of First Offer	23
11.3	Co-Sale Rights	24
11.4	Permitted Transfers	25
11.5	Reserved	26
11.6	Transfer	26
11.7	Effect of Transfer	26
11.8	Drag-Along Right	27
Article XII DISSOLUTION, LIQUIDATION AND TERMINATION		28
12.1	Dissolution	28
12.2	Liquidation and Termination	28
12.3	Allocation of Costs	29
12.4	Effect of Distribution	29
12.5	Deficit Capital Accounts	29
12.6	Cancellation of Certificate	30
Article XIII GENERAL PROVISIONS		30
13.1	Deemed Offers	30
13.2	Conversion to Corporation in Connection With an Initial Public Offering	31
13.3	Entire Agreement	32
13.4	Notices	32
13.5	Amendment and Waiver	32
13.6	Binding Effect	33
13.7	Governing Law; Severability; Venue and Jurisdiction; Attorneys’ Fees	33
13.8	Waiver of Jury Trial	34
13.9	Further Assurances	34
13.10	Counterparts	34
13.11	Construction	34
13.12	No Third Party Rights	34
13.13	Acknowledgments	34

SCHEDULES

SCHEDULE AUNITS

SCHEDULE BBOARD OF MANAGERS: MANAGERS

SCHEDULE CJOINDER

iii

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI HOLDINGS, LLC

A Delaware Limited Liability Company

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 30, 2008 (the “Effective Date”), of HHI Holdings, LLC, a Delaware limited liability company (the “Company”), is made by and among the Persons listed on Schedule A to this Agreement.

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Act on April 24, 2008 and KPS Special Situations Fund II, L.P. (“KPS Fund II”), the sole member of the Company, entered into that certain Limited Liability Company Agreement of HHI Holdings, LLC on such date (the “Old Agreement”);

WHEREAS, immediately prior to entering into this Agreement, (a) KPS Fund II was the record and beneficial owner of 4,810 shares of capital stock of Hephaestus Holdings, Inc. (“HHI and 481 shares of capital stock of Kyklos Holdings, Inc. (“Kyklos Holdings”), (b) KPS Special Situations Fund II (A), L.P. (“KPS Fund II (A)”) was the record and beneficial owner of 5,190 shares of capital stock of HHI and 519 shares of capital stock of Kyklos Holdings, and(c) MC Capital was the record and beneficial owner of 695 shares of capital stock of HHI;

WHEREAS, pursuant to the Restructuring Agreement, the KPS Funds contributed all of their capital stock in Kyklos Holdings and HHI to the Company, and MC Capital contributed all of its capital stock in HHI to the Company, in each case, in exchange for receipt of the Units set forth opposite each Member’s name on Schedule A; and

WHEREAS, KPS Fund II now wishes to amend and restate the Old Agreement and the KPS Funds and MC Capital wish to enter into this Agreement to provide for, among other things, the management and operation of the Company, the allocation of profit and losses, cash flow and other proceeds of the Company among the Holders, and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1Definitions. As used in this Agreement, the following terms have the following meanings:

“Act” shall mean the Delaware Limited Liability Company Act, as amended.

“Admission Date” shall have the meaning given in Section 11.7(c).

“Affected Holder” shall have the meaning given in Section 13.1(a).

“Affiliate” shall mean a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person in question. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, agreement or otherwise.

“Agreement” shall have the meaning given in the Preamble.

“Annual Report” shall have the meaning given in Section 10.3.

“Approved Sale” shall have the meaning given in Section 11.8.

“Assets” shall mean all real and personal property and other assets of any kind, whether tangible or intangible in nature.

“Available Cash” shall mean the cash and short-term investments of the Company less the amount of any Reserves.

“Bankruptcy Event” shall mean with respect to any Person: (a) an assignment by such Person for the benefit of creditors or an admission in writing by such Person of an inability to pay its debts generally as they become due; (b) the entry of an order, judgment or decree by any government authority, including any tribunal, adjudicating such Person bankrupt or insolvent; (c) the petition or application by such Person to any government authority, including any tribunal, for the appointment of a custodian, trustee, receiver or liquidator of such Person or of any substantial part of its Assets; (d) the commencement of any proceeding (or the entry of any order for relief) before any government authority, including any tribunal, with respect to such Person or its debts under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction; or the filing of any such petition or application or the commencement of any such proceeding against such Person and either (i) such Person by any act indicates its approval thereof, consent thereto or acquiescence therein or (ii) such petition, application or proceeding is not dismissed within 60 days of being filed or initiated, as applicable.

“Board” shall have the meaning given in Section 6.1.

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“Book Value” of an Asset shall mean, as of any particular date, the value at which the Asset is properly reflected on the books and records of the Company as of such date. The initial Book Value of each Asset shall be its cost, unless such Asset was contributed to the Company by a Holder, in which case the initial Book Value shall be the amount stated as the fair market value for such Asset by the Board. The Book Values of all Company Assets may be adjusted to equal their respective fair market values, as reasonably determined by appraisal (or in such other reasonable manner as is selected by the Board), as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Holder in exchange for more than a de minimis additional Capital Contribution; (b) the distribution by the Company to a Holder of more than a de minimis amount of Company Assets, including money, if, as a result of such distribution, such Holder’s interest in the Company is reduced; (c) the grant of an interest in the Company to any new or existing Holder in exchange for the provision of services to the Company by the Holder acting in a Member capacity (and, in the case of a new Holder, in anticipation of becoming a Member); and (d) the termination of the Company for federal income tax purposes pursuant to Section 708(b)(1)(B) of the Code, including pursuant to Sections 12.1 and 12.2 of this Agreement.

“Business Day” shall mean any day other than a Saturday, a Sunday or a holiday on which national banking associations in New York, New York are closed.

“Capital Account” shall have the meaning given in Section 4.1.

“Capital Contribution” shall mean, with respect to a particular Holder, the contribution made in respect of the Units held by such Holder to the capital of the Company.

“Chief Executive Officer” shall have the meaning given in Section 7.1.

“Code” shall mean the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.

“Company” shall have the meaning given in the Preamble.

“Confidential Information” shall mean all confidential or proprietary information, in any form or media, whether or not marked as confidential, of the Company and any present and future Subsidiaries or Affiliates of the Company, including (a) the terms of, and transactions and relationships contemplated by, this Agreement and all related agreements, arrangements and understandings, (b) Annual Reports, (c) technology, trade secrets, inventions, research and development plans, activities and results, methods, processes, algorithms, technical data and know-how, (d) financial information, including with respect to fees, costs and pricing structures, (e) customer, client and supplier lists, (f) accounting and business methods and business plans and strategies, (g) drawings, photographs, reports and analysis, (h) flow charts, manuals and documentation, (i) software (including all code), databases and data, (j) information pertaining to future developments such as future marketing or acquisition plans or ideas and (k) all other tangible and intangible property that is used or held for use in the business and operations of the Company and any present or

3

future Subsidiaries or Affiliates of the Company. The foregoing notwithstanding, the Confidential Information identified in clauses (c) through (k) above shall not consist of information that, as proven by the recipient, (i) is or becomes published or generally available to the public other than through a breach of the terms and conditions of this Agreement, (ii) is provided to the recipient by a third party on a non-confidential basis not having an obligation of confidentiality to the party that disclosed such information, (iii) was known by the recipient prior to receipt of such Confidential Information or (iv) was independently developed by the recipient through a Person or Persons who have not used any such Confidential Information in any manner whatsoever in connection with the development of such information.

“Conversion” shall have the meaning given in Section 13.2(a).

“Effective Date” shall have the meaning given in the Preamble.

“Electing Other Member” shall have the meaning given in Section 11.3(a).

“Election Period” shall have the meaning given in Section 11.1.

“Excluded Issuances” shall mean any issuances of non-voting Units to officers of the Company and/or its Subsidiaries, all such issuances together not to exceed twenty percent (20%) of the total amount of issued and outstanding Units held by all Holders.

“Family Group” shall have the meaning given in Section 11.4(a).

“Fiscal Year” shall have the meaning given in Section 2.6.

“GAAP” shall mean United States generally accepted accounting principles, consistently applied.

“Holder” shall mean each initial Member and each Transferee, whether or not admitted as a Member in accordance with this Agreement, who holds Units.

“HHI” shall have the meaning given in the Recitals.

“Indemnified Person” shall have the meaning given in Section 8.2(a).

“Initiating Member” shall have the meaning given in Section 11.8.

“Issued Securities” shall have the meaning given in Section 3.9.

“Joinder” shall have the meaning given in Section 3.3.

“KPS Fund” and “KPS Funds” shall have the meaning given in Section 6.2.

“KPS Fund II” shall have the meaning given in the Recitals.

4

“KPS Fund II (A)” shall have the meaning given in the Recitals.

“KPS Member” shall mean one or more of KPS Fund II (A) and KPS Fund II and any holder of Units originally issued to KPS Fund II (A) and KPS Fund II and received in a Permitted Transfer, as applicable.

“Kyklos Holdings” shall have the meaning given in the Recitals.

“Loan Account” shall have the meaning given in Section 3.8.

“Manager” shall have the meaning given in Section 6.2.

“MC Capital” shall have the meaning given in Section 6.2.

“Member” shall mean any Person who executed this Agreement on the Effective Date as a member and any Person who is hereafter admitted to the Company as a member as provided in this Agreement and entitled to all of the rights, benefits and obligations of membership pursuant to this Agreement, in each case, for so long as such Person continues to own any Units and be entitled to all of the rights, benefits and obligations of membership pursuant to this Agreement.

“Newco” shall have the meaning given in Section 13.2(a).

“Non-U.S. Holder” shall mean any Holder who is not a U.S. Person.

“Offer Notice” shall have the meaning given in Section 11.2(a).

“Offered Units” shall have the meaning given in Section 11.2(a).

“Old Agreement” shall have the meaning given in the Recitals.

“Other Members” shall have the meaning given in Section 11.3(a).

“Percentage Interest” shall mean a Holder’s pro rata interest in the issued and outstanding Units, reflected as a percentage, based on the number of Units held by such Holder relative to the aggregate number of Units held by all Holders.

“Permitted Transfer” shall have the meaning given in Section 11.4(a).

“Permitted Transferee” shall have the meaning given in Section 11.4(a).

“Person” shall mean a natural person, partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity.

“Proceeding” shall have the meaning given in Section 8.2(a).

5

“Qualified Public Offering” shall mean a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act resulting in at least Twenty Five Million Dollars ($25,000,000) of gross proceeds to the Company or its successor-in-interest following a Conversion.

“Representatives” of a Person shall mean such Person’s shareholders, principals, directors, officers, employees, members, managers, partners, agents, representatives and attorneys-in-fact.

“Reserves” shall mean any reserves established from time to time by the Board and any funds which the Board deems appropriate to retain or set aside from time to time for the reasonable business needs of the Company or its Subsidiaries, including for working capital, capital expenditures and debt service.

“Restructuring Agreement” shall mean that certain Restructuring Agreement, dated as of the date hereof, by and between HHI, the KPS Funds, MC Capital, Forging Holdings, LLC, a Delaware limited liability company, Bearing Holdings, LLC, a Delaware limited liability company, and the Company.

“Sale of the Company” shall mean the sale, in a transaction or series of related transactions, of the Company to an unaffiliated Person or group of related Persons pursuant to which such Person or group of related Persons acquires (a) whether by sale of Units, merger, consolidation or otherwise, a majority of the then-issued and outstanding Units, or (b) all or substantially all of the Company’s Assets, determined on a consolidated basis.

“Sale Notice” shall have the meaning given in Section 11.3(a).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Service Provider Holder” shall have the meaning given in Section 5.5(g).

“Stated Value” shall mean the value of the total Units as determined by an independent third-party appraiser mutually acceptable to the Affected Holder and the Members (other than the Affected Holder, if applicable) furnished within thirty (30) days of such appraiser’s selection, or, in the event that such parties are unable to agree on an appraiser, the value equal to the average of the values determined by the independent third-party appraisers selected by the Affected Holder, on the one hand, and the Members (other than the Affected Holder, if applicable), on the other, furnished within thirty (30) days of such appraisers’ selection provided that such appraisals are within ten percent (10%) of each other, or, in the event that the two (2) appraisals are not within ten percent (10%) of each other, the value of the Company as determined by an independent third-party appraiser jointly selected the two (2) independent third-party appraisers referenced above furnished within thirty (30) days of such appraiser’s selection, which such value shall be final and binding.

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“Subsidiary” shall mean, with respect to any Person, any other Person of which a majority of the voting securities to elect a majority of the board of directors, the general partner, the manager or other Persons performing similar functions are at the time directly or indirectly owned by such Person.

“Tax Amount” shall have the meaning given in Section 3.10.

“Transfer” shall have the meaning given in Section 11.1.

“Transferee” shall have the meaning given in Section 11.1.

“Transferring Holder” shall have the meaning given in Section 11.2(a).

“Treasury Regulations” shall mean the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time.

“Triggering Event” shall have the meaning given in Section 13.1(a).

“Triggering Event Communication” shall have the meaning given in Section 13.1(a).

“Unit Sale” shall mean a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from Holders Units representing more than fifty percent (50%) of the outstanding Units.

“Units” shall have the meaning given in Section 3.1.

1.2Rules of Construction.

(a)General. Unless the context otherwise requires, (i) an accounting term not otherwise defined shall have the meaning assigned to it in accordance with GAAP; (ii) words in the singular shall include the plural and vice versa; (iii) words in the masculine shall include the feminine and neuter genders and vice versa; (iv) any date specified for any action that is not a Business Day shall be deemed to be the first Business Day after such date; (v) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; (vi) the words “hereof,” “herein” and “hereunder” and words of similar import shall refer to this Agreement as a whole (including the Schedules hereto) and not to any particular provision of this Agreement; and (vii) a reference to a Person shall include its successors and permitted assigns.

(b)Articles, Parts, Schedules and Sections. References in this Agreement to Articles, Sections, Schedules or other subdivisions are (unless otherwise specified) to the corresponding Articles, Sections, Schedules or other subdivisions of this Agreement. The headings in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

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ARTICLE II

ORGANIZATION

2.1Name and Term. The name of the Company is “HHI Holdings, LLC” or such other name as may be determined from time to time by the Board. To the extent permitted by the Act, the Company may conduct business under one or more assumed names as may be determined from time to time by the Board. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article XII of this Agreement.

2.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Members and the Board hereby agree that the Person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

2.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be National Corporate Research, Ltd., 615 South DuPont Highway, City of Dover, County of Kent, State of Delaware 19901, or such other agent and/or office (which need not be a place of business of the Company) as the Board may designate from time to time. The principal office of the Company shall be at such place as the Board may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there. The Company may have such other offices as the Board may designate from time to time.

2.4Qualification in Other Jurisdictions. The Board shall have authority to cause the Company to do business in jurisdictions other than the State of Delaware only if one of the following conditions is satisfied: (a) such jurisdiction has enacted a limited liability company statute, and the Board shall have approved the qualification of the Company under such statute to do business as a foreign limited liability company in such jurisdiction; or (b) the Company shall have obtained an opinion of counsel qualified to practice law in the other jurisdiction to the effect that under the laws of such jurisdiction the Members will not be held liable for any debts or obligations of the Company.

2.5Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act. The Company shall have all powers necessary or convenient to effect any purpose for which it is formed, including all powers granted by the Act.

2.6Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on December 31 of each calendar year.

2.7Change in Business Form. Subject to compliance with the other terms of this Agreement and without limiting in any respect Section 13.2, the Company may reform or reorganize as a different type of business entity. In such event, the Company and each Holder shall enter into such agreements and grant such approvals as may be necessary or appropriate to transition the terms, conditions, rights and obligations hereunder into the organizational documents and agreements of

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such new entity.

2.8No State-Law Partnership. The Holders intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Holder shall be a partner or joint venturer of any other Holder for any purposes other than federal and state tax purposes, and this Agreement shall not be construed to the contrary.

ARTICLE III

UNITS; MEMBERS

3.1Units. Each Holder’s interest in the Company, including such Holder’s interest, if any, in the capital, income, gains, losses, deductions and expenses of the Company and the right to vote, if any, on certain Company matters as provided in this Agreement shall be represented by “Units.” Initially, the Units shall be comprised of a single class. The Board may, but need not, cause the Company to issue to the Holders certificates representing the Units held by such Holders.

3.2Members. The name of each Member, the notice address for each Member and number of Units held by each Member are set forth in Schedule A attached hereto, as the same may be amended or supplemented from time to time in accordance with the terms of this Agreement.

3.3New Members. When a Person is properly admitted as a new Member in accordance with the terms of this Agreement, such Person shall execute a joinder agreement in substantially the form attached hereto as Schedule C (the “Joinder”) pursuant to which such Person agrees to be bound by the provisions of this Agreement as a Member and such Person shall be added to Schedule A in accordance with Section 3.2.

3.4Voting Rights. Except as may be expressly required by this Agreement or the Act, none of the Holders shall be entitled to any voting, approval or consent rights. For the avoidance of doubt, to the extent a vote of, or consent by, “members” is required under the Act, or is otherwise sought by the Company, only Holders properly accepted as Members under the terms of this Agreement shall be deemed “members” for purposes of the Act, or otherwise.

3.5Action by Written Consent. Any action permitted or required to be taken at a meeting of the Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action to be taken, is signed by the Members entitled to vote having collectively not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the Units entitled to vote thereon were present and voted.

3.6Lack of Authority. No Holder, in its capacity as a Holder, shall take any part in the management or control of the business of the Company nor shall any Holder, by reason of its status as such, have any right to transact any business for or on behalf of the Company or any authority or power to sign for or bind the Company. Notwithstanding the foregoing, Members shall have the right to approve or disapprove or otherwise consent or withhold consent with respect to such matters as are expressly specified in this Agreement or matters as are required to be taken or

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approved by the Members under the Act.

3.7Liability of Members. Except as otherwise required by applicable law and as expressly set forth in this Agreement, no Member shall have any personal liability whatsoever in such Member’s capacity as a Member of the Company, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third party, for the debts, liabilities, commitments or any other obligations of the Company, including under a judgment, decree or order of a government authority, including any tribunal, or for any losses of the Company.

3.8Capital Contributions; Member Loans. Subject to the provisions of Section 3.10, no Member shall be required to make any Capital Contributions to the Company, and no Holder may withdraw capital from the Company without the consent of the Board. No Member shall be required to lend any funds to the Company. The Members may, with the approval of the Board, make loans or capital contributions to the Company. An account shall be established and maintained for such loan amount separate from the Capital Account of such Member (a “Loan Account”). A credit balance in the Loan Account of a Member shall constitute a liability of the Company and shall not constitute a part of such Member’s Capital Account.

3.9Preemptive Rights. In the event the Company proposes to issue or sell any Units, including any new class thereof, or other equity securities of the Company, other than Excluded Issuances and issuances pursuant to the Restructuring Agreement, to any Person (“Issued Securities”), the Company shall provide written notice of such potential issuance or sale to each Member, and each Member shall have the right, exercisable by delivery of written notice to the Company within ten (10) Business Days of receipt of the Company’s notice, to purchase a pro rata proportion of the Issued Securities, based upon each such Member’s Percentage Interest as of the record date for such issuance or sale of Issued Securities, for the same price and upon the same terms as such Issued Securities are sold or issued to other Persons.

3.10Non-U.S. Holders. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company is required to withhold and remit any taxes to the Internal Revenue Service pursuant to any provision of the Code with respect to a Non-U.S. Holder or if the Company is required to pay any penalties or interest in connection therewith, the amount being withheld and/or paid (the “Tax Amount”) shall be deemed to have been distributed to such Non-U.S. Holder, and the Board shall have the right, at its option, to either (a) offset the amount of such Tax Amount against amounts to be distributed to such Non-U.S. Holder by the Company at such time or in the future, or (b) require such Non-U.S. Holder to make Capital Contributions at such times and in such amounts as determined by the Board sufficient to fund, or reimburse the Company for, such Tax Amount.

3.11Confidentiality. From time to time, a Holder may receive or become aware of Confidential Information concerning the Company or a Member. No Holder shall use, misuse, or disclose to any third party any such Confidential Information for any purpose, except that:

(a)The recipient may disclose whatever Confidential Information it receives to its lawyers, auditors or other professional advisors and to any Representative who needs to know such information in his or her capacity as a Representative and who is advised

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of the confidential nature of the Confidential Information; provided that such Persons maintain the confidentiality of such information in accordance with customary professional practice and applicable ethical codes of conduct and the terms of any confidentiality agreement to which they are a party.

(b)The recipient may disclose Confidential Information if and to the extent it is required to do so by a court order or otherwise as required by law. In the event that the recipient is required in any circumstance to disclose any Confidential Information, such recipient shall give the Company or Member, as applicable, advance written notice of such request so that the Company or Member, as applicable, may seek an appropriate protective order, and the recipient shall cooperate with the Company or Member, as applicable, in any proceeding to obtain such a protective order. In the absence of a protective order, if the recipient is nonetheless compelled to disclose Confidential Information in the opinion of its legal counsel, it may disclose only that portion of the Confidential Information that it is advised by counsel that it is legally required to so disclose; provided that the recipient shall give the Company or Member, as applicable, written notice of the information to be disclosed as far in advance of its disclosure as is reasonably practicable and, upon the request of the Company or Member, as applicable, shall use its reasonable best efforts, at the sole cost and expense of the Company or Member, as applicable, to obtain assurances that confidential treatment shall be accorded to such information.

(c)Notwithstanding the foregoing, a Holder who is an officer, Manager or employee of the Company may disclose Confidential Information solely to the extent such disclosure is required for the performance of such Holder’s duties to the Company.

(d)It is agreed between the parties that the Company and/or Member(s) may be irreparably damaged by reason of any violation of the provisions of this Section 3.11, and that any remedy at law for a breach of such provisions would be inadequate. Therefore, the Company and/or Member(s) shall be entitled to seek and obtain injunctive or other equitable relief (including a temporary restraining order, a temporary injunction or a permanent injunction) against any Holder, such Holder’s Representatives, assigns or successors for a breach or threatened breach of such provisions and without the necessity of proving actual monetary loss. It is expressly understood among the parties that this injunctive or other equitable relief shall not be the exclusive remedy for any breach of this Section 3.11 and the Company and/or Member(s) shall be entitled to seek any other relief or remedy that either may have by contract, statute, law or otherwise for any breach hereof, and it is agreed that the Company and/or Member(s) shall also be entitled to recover its attorneys’ fees and expenses in any successful action or suit against any Holder and/or such Holder’s Representatives, assigns or successors relating to any such breach.

(e)The provisions of this Section 3.11 shall continue to apply to each Holder and former Holder notwithstanding (i) the transfer by such Holder of its Units or (ii) the liquidation or dissolution of the Company, in each case, until the third (3rd) anniversary of the date of such transfer, liquidation or dissolution.

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3.12Waiver of Certain Rights. Each Holder irrevocably waives any right it may have to demand any distributions or withdrawal of Assets from the Company (including any Capital Contribution), except as expressly provided in this Agreement, or to maintain any action for dissolution of the Company. Except as otherwise provided in this Agreement, a Holder may not resign or withdraw from the Company.

3.13Waiver of Partition. The Assets, property and cash contributed to the Company, as well as all other property and Assets acquired by the Company, shall be owned by the Company. No Holder shall, either directly or indirectly, take any action to require partition, and notwithstanding any provisions of the Act to the contrary, each Holder (and each of its legal representatives, successors or assigns) hereby irrevocably waives any and all rights it may have to maintain any action for partition or to compel any sale of Company Assets, except as expressly provided in this Agreement, until the termination of this Agreement.

3.14Representations and Warranties. Each Member represents and warrants that (a) such Member is the record owner of the number of Units set forth opposite its name on Schedule A hereto, free and clear of all liens, claims and encumbrances (other than those created by this Agreement), (b) this Agreement has been duly authorized, executed and delivered by such Member and constitutes the valid and binding obligation of such Member, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or similar Laws affecting the enforcement of creditors rights generally and by general principles of equity, and (c) except as contemplated by this Agreement, such Member has not granted and is not a party to any proxy, voting trust or other agreement that is inconsistent with, conflicts with or breaches any provision of this Agreement. No Member shall grant any proxy or become party to any voting trust or other agreement that is inconsistent with, conflicts with or breaches any provision of this Agreement.

3.15Member Activities. The Holders and the Managers agree and understand that the Members, their Representatives and their respective Affiliates will be engaging in numerous other business activities. The Members (other than any employees of the Company, if a Member), their Representatives and their respective Affiliates may engage in, or own or acquire an interest in, any other business, investment or profession of any kind and description, whether or not in direct or indirect competition with the Company, and neither the Company nor any Holder shall have any rights by virtue of this Agreement in or to any of such businesses, professions or investments, or in or to any income or profit derived therefrom. Without limiting the foregoing, except as expressly provided for in this Agreement, no Member shall have any duty to the Company or to other Holders, including any fiduciary duties under applicable law, in connection with such activities or otherwise.

ARTICLE IV

CAPITAL ACCOUNTS

4.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for each Holder on the books of the Company, and shall be adjusted as follows:

(a)To each Holder’s Capital Account there shall be credited the amount

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of such Holder’s Capital Contributions, such Holder’s allocable share of profit as determined under Section 5.4, such Holder’s payments pursuant to Section 3.10, and the amount of any Company liabilities that are assumed by such Holder or that are secured by any Company property distributed to such Holder.

(b)To each Holder’s Capital Account there shall be debited the amount of cash and the fair market value of any Company property (as determined in good faith by the Board) distributed to such Holder pursuant to any provision of this Agreement (other than Section 5.3 to the extent such distributions are treated as distributions made or deemed made pursuant to Section 5.2), such Holder’s allocable share of loss as determined under Section 5.4 and the amount of any liabilities of such Holder that are assumed by the Company or that are secured by any property contributed by such Holder to the Company (including pursuant to Section 3.10).

(c)If any Asset of the Company is distributed in kind, the Company shall be deemed to have realized profit or loss thereon in the same manner as if the Company had sold such Asset for an amount equal to (x) the fair market value of such Asset (as determined in good faith by the Board) over (y) the fair market value of any debts to which such Asset is subject (as determined in good faith by the Board). If at any time after the date of this Agreement, the Book Value of any Company Asset is adjusted pursuant to the last sentence of the definition of Book Value set forth in Article I, the Capital Accounts of all Holders shall be adjusted simultaneously to reflect the aggregate net adjustments as if the Company recognized profit or loss equal to the respective amounts of such aggregate net adjustments.

4.2Adjustments. The Holders’ Capital Accounts shall be adjusted in accordance with the terms of this Agreement upon the Transfer by a Holder of any of its Units and at such other times as are expressly provided herein. In addition, the Board may elect to so adjust the Capital Accounts at other times of its choosing. Where allocations are made more often than annually, the relevant item being allocated shall be estimated and if subsequent year-end or other adjustments affect allocations previously made, such adjustments shall be recorded when determined.

4.3Transfer of Capital Accounts. The original Capital Account established for each Transferee shall be in the same amount as the Capital Account (or portion of the Capital Account) of the Holder to which such Transferee succeeds, measured at the time such Transferee acquires Units. If a Holder’ s interest in the Company is increased by reason of a Transfer of all or a portion of another Holder’s interest, the Capital Accounts of such Holders shall be appropriately adjusted to reflect such Transfer. Any reference in this Agreement to a Capital Contribution of or distribution to a Holder that has succeeded to all or a portion of another Holder’s interest in the Company shall include all or the appropriate portion of any Capital Contributions made by or distributions made to such other Holder.

4.4Interest on Capital. No Holder shall be paid interest on any Capital Contribution to the Company or on any part of its Capital Account.

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ARTICLE V

DISTRIBUTIONS; ALLOCATIONS

5.1Payments for Services. Any Holder providing services to the Company may receive reasonable compensation for such services, as determined by the Board.

5.2Distributions. Except as provided in Article XII concerning the dissolution of the Company, and subject to the provisions of Section 3.10, this Article V and Section 18-607 of the Act, the Board shall have full power and discretion to determine when and whether any Available Cash shall be distributed to Holders. Any distribution of Available Cash to the Holders of the Company shall be made to the Holders in proportion to their Percentage Interests, in each case, as of the date of such distribution.

5.3Distributions With Respect to Income Tax. Notwithstanding any other provision of this Agreement, the Board may, to the extent but only to the extent of the Company’s Available Cash, cause the Company to distribute to each Holder on or prior to each April 15th, June 15th, September 15th and January 15th, an amount of cash equal to each such Holder’s allocable share of taxable income for the prior quarter multiplied by 0.40. Any distribution to a Holder pursuant to this Section 5.3 shall be treated as an advance distribution under Sections 5.2 and 12.2 and shall be offset against subsequent distributions that such Holder would otherwise be entitled to receive pursuant to Sections 5.2 and 12.2.

5.4Allocation of Profits and Losses. Subject to the provisions of Section 5.5, profits and losses of the Company shall be allocated to the Capital Accounts of the Holders in proportion to their Percentage Interests.

5.5Tax Allocations.

(a)Except as otherwise provided in this Section 5.5, any allocation to a Holder for a Fiscal Year or other period of a portion of profit or loss shall be deemed to be an allocation to that Holder of the same proportionate part of each item of income, gain, loss, deduction or credit, as the case may be, as is earned, realized or available by or to the Company for federal tax purposes.

(b)In accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company as determined for tax purposes shall, solely for income tax purposes, be allocated among the Holders so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its fair market value at the time of contribution. If the Book Value of any Company Asset is adjusted pursuant to the last sentence in the definition of Book Value, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such Asset shall take account of any variation between the adjusted basis of such Asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder.

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(c)Nonrecourse deductions (as determined according to Treasury Regulation Section 1.704-2(b)(l)) for any Fiscal Year shall be allocated to the Holders in proportion to their Percentage Interests as determined at the time of such allocation.

(d)Nonrecourse liabilities shall be allocated to the Holders in accordance with the Holders’ economic risk of loss, if any, and then in proportion to their Percentage Interests as determined at the time of such allocation.

(e)Allocations pursuant to this Section 5.5 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Holder’s Capital Account or share of profit, loss or distributions pursuant to any provision of this Agreement. The Board shall determine all allocations pursuant to this Section 5.5 using the remedial method under Treasury Regulations Section 1.704-3.

(f)In the event that any Holder recognizes or is deemed to recognize income, gain, deduction or loss for tax purposes that differs from the Holder’s economic interest in the Company, the Board may make compensating allocations of income, gain, deduction or loss for tax purposes to the extent such compensating allocation can be made without unreasonably altering the overall economic result to other Holders over time.

(g)Nothing in this Agreement shall obligate the Board to grant an interest in the Company to any new or existing Holder in exchange for the provision of services to the Company. However, in the event that the Board does choose to grant an interest in the Company in exchange for the provision of past, present or future services to or on behalf of the Company (i.e., to grant an interest to a “Service Provider Holder”), the Board may take such action as is reasonably necessary or advisable to achieve the desired tax result to the Service Provider Holder and other Holders, including, (i) to make an election of the type referred to as a “safe harbor election” in IRS Notice 2005-43, 2005-24 IRB 1221 (if and when final Treasury Regulations and related procedural guidance provides for such an election), (ii) to cause the Company or the Holders or both to make such election or filing as is required to ensure consistent tax treatment, (iii) to cause the Company to adjust the Book Value of all Company Assets as described in the last sentence of the definition of Book Value in Article I, and (iv) to make a special allocation to the Service Provider Holder of some or all of any deduction or expense recognized by the Company for tax purposes as a result of granting an interest to the Service Provider Holder.

ARTICLE VI

BOARD OF MANAGERS

6.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of managers (the “Board”) as described herein.

6.2Composition; Tenure. The Board shall consist of five (5) individuals, including (a) four (4) representatives designated by KPS Fund II or KPS Fund II (A) (each a “KPS

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Fund” and collectively, the “KPS Funds”) and (b) one (1) representative designated by MC Capital Inc. (“MC Capital”) (each such representative, a “Manager”). The initial Managers are set forth on Schedule B hereto, as the same may be amended from time to time hereafter to reflect vacancies and/or the designation of successor Managers in accordance with the terms of this Agreement. Each Manager shall hold office until the death, resignation or removal of such Manager as provided in this Agreement.

6.3Removal of Managers. Subject to Section 6.5, the removal from the Board (with or without cause) of any Manager designated hereunder shall be at the written request of the Member(s) entitled to designate such Manager pursuant to Section 6.2, but only upon such written request and under no other circumstances.

6.4Resignation; Vacancies. Any Manager may resign by delivering written notice of resignation to the Company at the Company’s principal office addressed to the Board. Subject to Section 6.5, a vacancy in any Manager position shall only be filled by the Member(s) entitled to designate such Manager pursuant to Section 6.2. If any Member(s) fail(s) to designate a representative to fill a Manager vacancy pursuant to the terms of this Section 6.4, such vacancy shall remain vacant until such Member(s) exercise(s) its right to designate a Manager hereunder.

6.5Termination of Rights. The respective rights of the KPS Funds and MC Capital under Sections 6.2, 6.3 and 6.4 (including the right to enforce any provision against the Company, the Board or any other Member) shall terminate (a) in the case of the KPS Funds, upon such time as the KPS Funds cease to collectively own at least five percent (5%) of the outstanding Units (on a fully diluted basis) as a result of a sale or other disposition of their Units and (b) in the case of MC Capital, upon such time as MC Capital ceases to own at least five percent (5%) of the outstanding Units (on a fully diluted basis, without giving effect to any Excluded Issuances) as a result of (i) a sale or other disposition of its Units and/or (ii) the failure of MC Capital to exercise its preemptive rights set forth in Section 3.9. In the event a Member’s or Members’ rights under Sections 6.2, 6.3 and 6.4 terminate in accordance with the immediately preceding sentence, the other Member(s) shall have the right to designate and remove all five (5) Managers in accordance with Sections 6.2, 6.3 and 6.4. In the event that neither the KPS Funds nor MC Capital have any rights under Sections 6.2, 6.3 and 6.4 as a result of application of this Section 6.5, the Holder(s) of a majority of the then issued and outstanding Units shall have the right to designate and remove all five (5) Managers in accordance with Sections 6.2, 6.3 and 6.4. Notwithstanding the foregoing, all Holders’ rights under Sections 6.2, 6.3, 6.4 and this 6.5 shall terminate upon the consummation of a Qualified Public Offering.

6.6General Powers of Board of Directors. Except as may otherwise be expressly provided in this Agreement, the Board shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company.

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6.7Regular Meetings. Regular meetings of the Board shall be held at the Company’s principal executive office, unless otherwise determined from time to time by the Board, on such dates and at such times as the Board shall determine. Each Manager shall receive at least 72 hours’ prior notice of any regular meeting, either personally, by telephone or by telecopy to his or her business or home address. Attendance of a Manager at a regular meeting shall constitute a waiver of notice of such regular meeting, except where a Manager attends such meeting solely for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.8Special Meetings. Special meetings of the Board may be called by any Manager by providing at least 72 hours’ prior notice to each other Manager, either personally, by telephone or by telecopy to his or her business or home address. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for in this Agreement. Attendance of a Manager at a special meeting shall constitute a waiver of notice of such special meeting, except where a Manager attends such meeting solely for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.9Place of Meetings. Meetings of the Board may be held either within or without the State of Delaware at whatever place is specified in the call of the meeting. In the absence of specific designation, the meetings shall be held at the principal office of the Company as provided in Section 2.3. The Board may appoint from among themselves a chairperson to preside at meetings of the Board. Any Manager shall be permitted to attend any meeting of the Board in person or by conference call pursuant to Section 6.10.

6.10Telephone Conference. Subject to the requirements of the Act or this Agreement for notice of meetings, the Managers or members of any committee designated by the Board may participate in and hold a meeting of the Board or any committee, as the case may be, by means of a conference telephone or similar communications equipment by means of which all individuals participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where an individual participates in the meeting solely for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

6.11Quorum; Adjournment. A quorum for the purposes of this Agreement shall consist of the total number of Managers necessary to constitute a majority of the Board positions. If less than a quorum is present at a meeting of the Board, or otherwise, a majority of the Managers present may adjourn the meeting from time to time; provided that notice of adjournment and the time and place of the adjourned meeting shall be given to all Managers not then present.

6.12Voting Requirements. Unless otherwise required by the Act or this Agreement, no act of the Board shall be authorized or approved unless a majority of the total number of Managers attending a meeting at which a quorum is present vote in favor of such act.

6.13Action by Written Consent. Any action permitted or required by the Act or this Agreement to be taken at a meeting of the Board or any committee designated by the Board may

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be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action to be taken, is signed by all the Managers or members of such committee, as the case may be.

6.14Committees. Any committees of the Board shall be created only upon the approval of all Managers. Except as otherwise provided by the Act or this Agreement, any committee, to the extent provided by resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Each committee of the Board may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by the Board. Unless otherwise provided by the Board, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum of any committee.

6.15Reimbursement; Compensation of Managers. The Managers shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred in connection with attending meetings of the Board or any committee thereof. Managers shall not be entitled to any other fee or compensation for serving in such capacity or as a member of any committee of the Board.

6.16Fiduciary Duties. Subject to Section 6.17, in exercising their rights and performing their duties under this Agreement, the Managers shall have the same fiduciary duties as those of directors of a business corporation under the General Corporation Law of the State of Delaware, as may be amended from time to time.

6.17Manager Activities. The Holders agree and understand that the Managers, their Representatives and their respective Affiliates will be engaging in numerous other business activities. The Managers (other than any employee of the Company appointed as a Manager), their Representatives and their respective Affiliates may engage in or own an interest in any other business, investment or profession of any kind and description, whether or not in direct or indirect competition with the Company, and neither the Company nor any Holder shall have any rights by virtue of this Agreement in or to any of such businesses, professions or investments, or in or to any income or profit derived therefrom. Without limiting the foregoing, no Manager shall have any duty to the Company or any of its Holders, including fiduciary duties under applicable law, in connection with such activities.

6.18Reliance on Information and Advice. Without limiting the effect of Article VIII, in discharging a Manager’s duties, a Manager shall be fully protected in relying in good faith upon the records required to be maintained under Article X and upon the information, opinions, reports or statements by any other Manager, or agents, or by any other Person, as to matters a Manager reasonably believes are within the other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the Assets, liabilities, profits or losses of the Company or any other facts pertinent to the existence and amount of Assets from which distributions to Holders might properly be paid.

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ARTICLE VII

OFFICERS

7.1Appointment of Officers. The Board shall, in accordance with the provisions of Section 6.6, have the right to appoint officers of the Company, including a chief executive officer of the Company (the “Chief Executive Officer”), to assist with the day-to-day management of the business affairs of the Company. The Chief Executive Officer shall not have greater power and authority than the Board. In addition to the Chief Executive Officer, the Company may have such additional executive officers as the Board may determine. The appointment of officers shall be made by the Board.

7.2Removal. Any officer elected by the Board may be removed by the Board in its sole discretion.

7.3Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board.

7.4Compensation. Compensation of all officers shall be fixed by the Board, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a Manager of the Company.

ARTICLE VIII

EXCULPATION AND INDEMNIFICATION

8.1Exculpation. None of the Members, Managers or officers shall be liable to any Holder or the Company for mistakes of judgment or for any action or inaction in connection with the business conducted by the Company unless such action or inaction constitutes gross negligence, fraud or willful misconduct of such Person.

8.2Indemnification.

(a)Subject to the limitations and conditions as provided in this Article VIII, each Person (and its Representatives and Affiliates) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or arbitrative (a “Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that such Person is or was a Member, Manager or officer of the Company or while a Member, Manager or officer of the Company is or was serving at the request of the Company as a manager, director, officer, partner, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (an “Indemnified Person”) shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnified Person in connection with such Proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in, or not

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opposed, to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such Person did not act in good faith and in a manner which he, she or it 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 reasonable cause to believe that his, her or its conduct was unlawful.

(b)Subject to the limitations and conditions as provided in this Article VIII, each Person (and its Representatives and Affiliates) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that he, she or it is or was a Member, Manager or officer of the Company, or is or was serving at the request of the Company as a manager, director, officer, partner, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, or any appeal in such a Proceeding, or any inquiry or investigation that could lead to such a Proceeding, shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including attorneys’ fees) actually and reasonably incurred by the Indemnified Person in connection with such Proceeding if he, she or it acted in good faith and in a manner he, she or it reasonably believed to be in or not opposed to the best interests of the Company, 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 Company unless and only to the extent that a Delaware state court 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 Person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(c)Without limiting the foregoing, to the extent that a Manager, Member, or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.2(a) and (b), or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith.

(d)Any indemnification under Sections 8.2(a) and (b) (unless ordered by a court of competent jurisdiction) shall be made by the Company only as authorized in the specific case upon a determination by the Board that indemnification of the Manager, Member or officer is proper in the circumstances because he, she or it has met the applicable standard of conduct set forth in Sections 8.2(a) and (b).

8.3Advance Payment. The right to indemnification of an Indemnified Person conferred in this Article VIII shall include the right to be paid or reimbursed by the Company the

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reasonable expenses incurred by such Indemnified Person who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the ultimate entitlement to indemnification of such Indemnified Person; provided, however, that the payment of such expenses incurred by any such Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon delivery to the Company of a written affirmation by such Indemnified Person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under Article VIII and a written undertaking, by or on behalf of such Indemnified Person, to repay all amounts so advanced if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

8.4 Survival of Indemnification Obligations. Indemnification under this Article VIII shall continue as to an Indemnified Person who has ceased to serve in the capacity which initially entitled such Indemnified Person to indemnity hereunder. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or Proceedings arising prior to any amendment, modification or repeal. For purposes of this Article VIII, any reference to the “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, managers, members, employees, representatives or agents, so that any Person who is or was a director, officer, manager, member, employee, representative or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, manager, employee, representative or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

8.5Other Limitation on Indemnification. Notwithstanding anything in this Article VIII to the contrary, the Company shall not have the obligation of indemnifying any Person with respect to proceedings, claims or actions initiated or brought voluntarily by such Person and not by way of defense.

8.6Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right which an Indemnified Person may have or hereafter acquire under any law, any agreement (including this Agreement), any vote of the Members or Managers or otherwise.

ARTICLE IX

TAXES

9.1Tax Returns. The Company shall cause to be prepared and filed all necessary federal and state income tax returns, including making any elections the Board may deem appropriate and in the best interests of the Holders; provided that, at the request of any Holder and

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with the consent of the non-requesting Holders (which consent shall not be unreasonably withheld), the Company shall make an election under Section 754 of the Code when permitted by law. Each Holder shall furnish to the Company all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

9.2Tax Matters Partner.

(a)The “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code shall be the Member with the largest Percentage Interest. The “tax matters partner” shall take such action as may be necessary to cause each other Holder to become a “notice partner” within the meaning of Section 6223 of the Code and shall be authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and other expenses reasonably incurred in connection therewith. Notwithstanding the foregoing, the “tax matters partner” shall not settle or otherwise compromise any issue in any such examination, audit or other proceeding without first obtaining approval of the Board.

(b)Promptly following the written request of the “tax matters partner,” the Company shall, to the fullest extent permitted by law, reimburse and indemnify the “tax matters partner” for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the “tax matters partner” in connection with any administrative or judicial proceeding with respect to the tax liability of the Company.

9.3Consent to Elections or Settlements. Notwithstanding anything to the contrary in this Article IX or elsewhere in this Agreement, no Holder shall withhold its consent to any tax election that has been made in accordance with this Agreement by the Board, and shall execute any documents requested by the Board to effect any such election. In addition, notwithstanding anything to the contrary in this Article IX or elsewhere in this Agreement, no Holder shall withhold its consent to any settlement with a taxing authority if one or more other Holders agree to compensate such Holder for any adverse consequences that such Holder is reasonably expected to incur as a result of such settlement.

ARTICLE X

BOOKS, REPORTS AND COMPANY FUNDS

10.1Maintenance of Books. The Company shall maintain complete and accurate books of account in accordance with GAAP. The Company shall also maintain complete and accurate minutes of the Board and each committee of the Board.

10.2Company Funds. Funds of the Company shall not be commingled with the funds of the Holders or any of their Affiliates (excluding the Company) or any other Person, and shall not be loaned to the Holders or any of their Affiliates (other than any wholly-owned Subsidiary of the Company).

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10.3Financial Reports. Within 90 days after the end of each Fiscal Year, or as soon thereafter as practicable, the Company shall cause to be furnished to each Member and each Person who was a Member at any time during such Fiscal Year audited financial statements for such Fiscal Year prepared in accordance with GAAP (an “Annual Report”) that sets forth in sufficient detail such information as shall enable the Members or former Members to prepare their federal income tax return in accordance with the laws, rules and regulations then prevailing, including Company K-1’s.

10.4Certain Costs. The Company shall bear the cost of preparing all information and reports that it is required to furnish to Members under this Agreement.

10.5Access to Books and Records. Without limiting in any manner the Company’s obligations in this Article X, the Company may deny access by any Holder or its Representatives to the Company’s books and records and other information related to the Company to the maximum extent permitted by Section 305 of the Act; provided that, except where inconsistent with the requirements of Delaware law, any Manager designated hereunder by MC Capital shall be entitled to receive all information provided by the Company to, or made available by the Company to, any other Manager; and provided further that MC Capital shall be entitled to receive copies of any federal and state income tax returns filed by the Company in accordance with Article IX.

ARTICLE XI

TRANSFERS

11.1Transfer of Units. No Holder shall, directly or indirectly, sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in its Units (a “Transfer”) to any Person (a “Transferee”), except for Permitted Transfers, Transfers as part of an Approved Sale or Qualified Public Offering, Transfers pursuant to Section 13.1 and Transfers effected pursuant to Sections 11.2 and 11.3; provided that in no event shall any Transfer of Units pursuant to Sections 11.2 and 11.3 be made for any consideration other than cash payable upon consummation of such Transfer or in installments over time. No Holder shall consummate any Transfer pursuant to Sections 11.2 and 11.3 until thirty (30) calendar days after the later of the delivery to the Company and the Members of such Holder’s Offer Notice or Sale Notice, as applicable, unless the parties to the Transfer have been finally determined pursuant to this Article XI prior to the expiration of such thirty (30) calendar day period (the “Election Period”).

11.2Right of First Offer.

(a)If any Holder (other than a KPS Member) desires to Transfer all or any portion of its Units (“Offered Units”), other than in a Permitted Transfer, Transfers as part of an Approved Sale or Qualified Public Offering or Transfers pursuant to Section 13.1, such transferring Holder (a “Transferring Holder”) shall give written notice thereof (the “Offer Notice”) to the Company and the KPS Members of the Transferring Holder’s intention to so Transfer at least thirty (30) calendar days prior to such Transfer. The Offer Notice shall include (i) a certified statement by the Transferring Holder as to its bona fide

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intention to Transfer such Offered Units, (ii) the number of Offered Units proposed to be Transferred and (iii) a reasonably detailed description of the prospective Transferee(s), the minimum price and terms on which such sale may be made. During the Election Period, the KPS Members shall have the option to purchase from the Transferring Holder all (but not less than all) of the Offered Units at the same price and on the same terms as are specified in the Offer Notice by delivering to the Transferring Holder a written offer to purchase the Offered Units. In the event that more than one KPS Member elects to purchase the Offered Units, then each KPS Member so electing shall be entitled to purchase its pro rata share of the Offered Units, based on the number of Units held by such KPS Member relative to the aggregate number of Units held by all KPS Members electing to so purchase, or such other number of Offered Units as the KPS Members may agree upon.

(b)If the KPS Members, or any of them, elect to so purchase all of the Offered Units prior to the expiration of the Election Period, then the purchase of the Offered Units by such KPS Members shall be consummated within fifteen (15) calendar days after the expiration of the Election Period, at the principal place of business of the Company on the terms and conditions set forth in the Offer Notice. At the closing, the Transferring Holder shall deliver the Offered Units free and clear of all liens, claims and encumbrances (other than those created by this Agreement) and shall deliver to such KPS Members such instruments of transfer and such evidence of due authorization, execution and delivery and of the absence of any such liens, claims or encumbrances (other than those created by this Agreement) as the KPS Members reasonably request. If prior to the expiration of the Election Period, the KPS Members fail to offer to purchase all of the Offered Units, then the Transferring Holder may, within ninety (90) calendar days after the expiration of the Election Period, Transfer the Offered Units to any third party on terms and conditions (including price) not more favorable to the purchaser thereof than those set forth in the Offer Notice. If the Transferring Holder fails to so Transfer the Offered Units within such ninety (90) calendar day period, then, prior to transferring the Offered Units, the Transferring Holder must resubmit an Offer Notice in accordance with, and must comply with the other provisions of, this Section 11.2.

11.3Co-Sale Rights.

(a)If any Holder desires to Transfer all or any portion of its Units, other than in a Permitted Transfer, in a Transfer to one or more of the KPS Members pursuant to Section 11.2 or in a Transfer as part of an Approved Sale or Qualified Public Offering, such Transferring Holder shall give written notice thereof (the “Sale Notice”) to the Company and the Members (other than the Transferring Holder, if applicable) (the “Other Members”), of the Transferring Holder’s intention to so Transfer at least thirty (30) calendar days prior to such Transfer. The Sale Notice, which may be the same notice as the Offer Notice, shall include (i) a certified statement by the Transferring Holder as to its bona fide intention to Transfer such Offered Units, (ii) the number of Offered Units proposed to be Transferred and (iii) a reasonably detailed description of the prospective Transferee(s), the minimum price and terms on which such sale may be made. The Other Members may elect to participate in such Transfer at the same price per Unit and on the same terms by delivering written notice

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to the Transferring Holder within thirty (30) calendar days after delivery of the Sale Notice. If any Other Members have elected to participate in such Transfer (each an “Electing Other Member”), the Transferring Holder and each Electing Other Member shall be entitled to sell in the contemplated Transfer, at the same price and on substantially the same terms, a number of Units equal to the result of (A) an amount equal to (1) the percentage of Units owned by such Person divided by (2) the aggregate percentage of Units owned collectively by the Transferring Holder and the Electing Other Members multiplied by (B) the aggregate number of Units to be sold in the contemplated Transfer.

(b)Each Transferring Holder shall use its best efforts to obtain the agreement of the prospective Transferee(s) to the participation of the Electing Other Members in any contemplated Transfer, and no Transferring Holder shall transfer any of its Units to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of the Electing Other Members. If the Transferring Holder(s) obtain(s) the agreement of the prospective Transferee(s) to the participation of the Electing Other Members in the contemplated Transfer, such Electing Other Members shall cooperate in good faith with the Transferring Holder(s) in connection with, and shall use their best efforts to support, the contemplated Transfer on the terms and conditions negotiated by the Transferring Holder(s). Without limiting the generality of the foregoing, each Holder Transferring Units pursuant to this Section 11.3 shall pay its pro rata share (based on the number of Units to be sold) of the reasonable expenses incurred by the Holders in connection with such Transfer and shall be obligated to join on a pro rata basis (based on the number of Units to be sold) in any indemnification or other obligations that the Transferring Holder agrees to provide in connection with such Transfer, other than any such obligations that relate specifically to a particular Holder such as, for purposes of illustration only and not by way of limitation, indemnification with respect to representations and warranties given by a Holder regarding such Holder’s title to and ownership of Units; provided that no Holder shall be obligated in connection with such Transfer to agree to indemnify or hold harmless the Transferees with respect to an amount in excess of the net cash proceeds paid to such Holder in connection with such Transfer.

11.4Permitted Transfers.

(a)The restrictions set forth in Sections 11.1, 11.2, 11.3 and the first sentence of Section 11.7(b) shall not apply with respect to any Transfer of Units (i) by a Member who is a natural Person, if such Transfer is by will or pursuant to applicable laws of descent and distribution, in each case, among such Person’s Family Group, (ii) by a Member who is an entity, if such Transfer is to one or more of its Affiliates or (iii) by any KPS Member if such Transfer is a pledge of Units that creates a mere security interest (but no greater than a security interest) in the pledged Units; provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all provisions of this Agreement (the Transfers and Transferees identified in clauses (i), (ii) and (iii) above are collectively referred to herein as “Permitted Transfers” and “Permitted Transferees,” respectively); provided that the restrictions contained in this Article XI shall continue to be applicable to the Units after any such Transfer and provided further that the Transferees of such Units

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shall have agreed in writing to be bound by the provisions of this Agreement affecting the Units so transferred as provided in Section 11.6 below. For purposes of this Agreement, “Family Group” means a natural Person’s spouse and descendants (whether natural or adopted) and any trust solely for the benefit of such Person and/or such Person’s spouse and/or descendants.

(b)Notwithstanding the foregoing, no party hereto shall avoid or attempt to avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees and then disposing or attempting to dispose of all or any portion of such party’s interest in any such Permitted Transferee.

11.5Reserved.

11.6Transfer. Prior to making a Transfer of any Units (other than in a Transfer as part of a Sale of the Company or Qualified Public Offering), including in a Permitted Transfer, to any Person, the Holder making such Transfer shall: (a) cause the prospective Transferee to be bound by this Agreement and to execute and deliver to the Company and the Members a Joinder, and the Transferring Holder shall have paid all of the Company’s costs and expenses, including legal fees and disbursements, in connection with such Transfer and the admission of the Transferee as a Member; and (b) except in the event of a Transfer of any Units pursuant to an exemption from registration afforded by Rule 144 promulgated under the Securities Act, deliver an opinion of counsel which (to the Company’s reasonable satisfaction) is knowledgeable in securities law matters to the effect that (i) such Transfer of such Units may be effected without registration of such Units under the Securities Act, (ii) such Transfer is otherwise in compliance with all state and federal laws, (iii) such Transfer does not result in the Company being treated as an association taxable as a corporation, and (iv) such Transfer does not result in the Company becoming an investment company under the Investment Company Act of 1940, as amended.

11.7Effect of Transfer.

(a)The foregoing notwithstanding, until admitted as a Member in accordance with this Agreement, a Transferee (i) shall have no right to participate in the management of the business and affairs of the Company, to become a Member, designate Managers or otherwise vote on any matter, or otherwise exercise any of the rights, or enjoy any of the benefits, exclusive to Members under this Agreement, and (ii) is only entitled to receive distributions as provided in this Agreement on account of (or in return of capital constituting all or any portion of) the Units it acquires and to be allocated income, gains, losses, deductions and expenses of the Company as and only to the extent expressly provided for in this Agreement on account of such Units.

(b)A Transferee shall be admitted as a Member under this Agreement and for all purposes under the Act only upon the prior written approval of the Members holding a majority of the Percentage Interests, which approval may be withheld in their sole and absolute discretion. If a Transferee is admitted as a Member pursuant to the immediately preceding sentence, such Person shall, after executing the Joinder and being listed on Schedule A hereto, acquire all of the rights and powers, and shall become subject to all of the

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obligations and liabilities, of a Member and which arise from or relate to the ownership of the respective Units acquired by such Transferee. Any Person who acquires in any manner whatsoever any interest in the Company and has been admitted as a Member pursuant to this subsection, irrespective of whether such Person has accepted and adopted in writing the terms and provisions of this Agreement, shall be deemed by the acceptance of the benefits of the acquisition thereof to have agreed to be subject to and bound by all the terms and conditions of this Agreement that any predecessor in such interest in the Company of such Person was subject to or by which such predecessor was bound on account of, or with respect to, such interest in the Company.

(c)Any Member who shall Transfer all of its Units in the Company shall cease to be a Member of the Company and shall no longer have any rights or privileges of a Member with respect to such interest (it being understood, however, that Article VIII shall continue to inure to the benefit of such former Member). Unless and until a Transferee is admitted as a substituted Member in accordance with the provisions of this Article XI (the “Admission Date”), the Holder making the Transfer shall be jointly and severally liable with the Transferee for all of the obligations of a Holder with respect to such interest, including the obligation to return any distribution on account of such interest. Nothing contained herein shall relieve any Holder who Transfers any interest in the Company from any liability of such Holder to the Company with respect to such interest that may exist on or before the Admission Date or is otherwise specified in the Act. Any transferred Units shall remain subject to the limitations and restrictions on such Units set forth in this Article XI and this Agreement.

11.8Drag-Along Right. In the event that the Members holding a majority of the Units (the “Initiating Members”) and the Board approve a Sale of the Company (an “Approved Sale”) and specify that this Section 11.8 shall apply to such transaction, then each Holder hereby agrees:

(a)if such transaction requires Member approval, with respect to all Units that such Member owns and any other voting securities of the Company over which such Member has voting control, to vote (in person, by proxy or by action by written consent, as applicable) in favor of, and adopt, such Sale of the Company (together with any related amendment to the Certificate of Formation or this Agreement required in order to implement such Sale of the Company) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(b)if such transaction is a Unit Sale, to sell the same proportion of Units beneficially held by such Holder as is being sold by the Initiating Members and on substantially the same terms and conditions as the Initiating Members;

(c)to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company or the Initiating Members in order to carry out the terms of this Section 11.8,

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including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing and any similar or related documents;

(d)not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Units of the Company owned by such party or Affiliate in a voting trust and not to subject any Units to any arrangement or agreement with respect to the voting of such Units, unless, in each case, specifically requested to do so by the acquiror in connection with the Sale of the Company;

(e)to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company; and

(f)if the consideration to be paid in exchange for the Units pursuant to this Section 11.8 includes any securities, and due receipt thereof by any Holder would require under applicable law (i) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (ii) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of the Units which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as reasonably determined in good faith by the Company) of the securities that such Holder would otherwise receive as of the date of the issuance of such securities in exchange for the Units.

ARTICLE XII

DISSOLUTION, LIQUIDATION AND TERMINATION

12.1Dissolution. The Company shall be dissolved and its affairs shall be wound up on the first to occur of the following:

(a)approval by the Board;

(b)the occurrence of a Bankruptcy Event with respect to the Company; or

(c)the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act.

The death, retirement, resignation, expulsion, incapacity or dissolution of a Holder, or the occurrence of any other event that terminates the continued membership of a Member in the Company, shall not cause a dissolution of the Company, and the Company shall continue in existence subject to the terms and conditions of this Agreement.

12.2Liquidation and Termination. On dissolution of the Company, the Board shall act as liquidators; provided that the Board may delegate such authority to one or more Persons (which may or may not be Members in the sole discretion of the Board). The liquidators shall

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proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidators shall continue to operate the Company properties with all of the power and authority of the Board. The steps to be accomplished by the liquidators are as follows:

(a)As promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s Assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(b)The liquidators shall pay, satisfy or discharge from Company Assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation and with respect to any Loan Account) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine).

(c)All remaining Assets of the Company shall thereafter be distributed to the Holders as soon as practicable in accordance with the following procedure:

(i) determine the gain or loss that would be recognized if all non-cash Assets were sold at fair market value as reasonably determined by the liquidators;

(ii) allocate the gain or loss determined in (i) above in accordance with Article V and make the corresponding adjustments in Capital Accounts in accordance with Article IV; and

(iii) distribute the remaining Assets to the Holders pro rata in accordance with their positive Capital Accounts.

12.3Allocation of Costs. All distributions to the Holders shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pro rata in accordance with the Holders’ positive Capital Accounts.

12.4Effect of Distribution. Notwithstanding anything to the contrary contained in this Agreement, the distribution of cash and/or property to a Holder in accordance with the provisions of Sections 12.2 and 12.3 constitutes a complete return to the Holder of its Capital Contributions and a complete distribution to the Holder of its interest in the Company and all the property of the Company and constitutes a compromise to which all Holders have consented within the meaning of the Act. To the extent that a Holder returns funds to the Company, it has no claim against any other Holder for those funds.

12.5Deficit Capital Accounts. Notwithstanding anything to the contrary contained

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in this Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if any, in the Capital Account of any Holder results from or is attributable to deductions and losses of the Company (including non-cash items such as depreciation) or distributions of money pursuant to this Agreement to all Holders in a manner consistent with Section 5.2 and Sections 12.2 and 12.3, upon dissolution of the Company such deficit shall not be an Asset of the Company and such Holders shall not be obligated to contribute such amount to the Company to bring the balance of such Holder’s capital account to zero.

12.6Cancellation of Certificate. On completion of the distribution of Company Assets as provided herein, the Company is terminated, and the Board (or such other Person or Persons as the Act may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware and take such other actions as may be necessary to terminate the Company.

ARTICLE XIII

GENERAL PROVISIONS

13.1Deemed Offers.

(a)Upon the occurrence of any of the following events (each, a “Triggering Event”), the Holder to whom the event relates or its, his or her heirs, executor, administrator, guardian or other legal representative, successors or assigns (the “Affected Holder”), shall be deemed to have made an offer to Transfer such Affected Holder’s Units on the date that the Triggering Event occurred to the Members and then to the Company in accordance with Sections 13.1(b) and 13.1(c):

(i) the commencement of a Bankruptcy Event by or against a Holder;

(ii) the attachment of, execution against, levy upon or other seizure of a Holder’s Units (other than an attachment that is solely for jurisdictional purposes) unless (and for only so long as) counsel for the Company determines that the Affected Holder is in good faith contesting such attachment, execution, levy or other seizure; and

(iii) the Transfer or attempted Transfer of Units in violation of this Agreement.

Within ten (10) days after the occurrence of any of the above Triggering Events, the Affected Holder shall provide a written notice setting forth the details of such event (the “Triggering Event Communication”) to the Board and the Members (other than the Affected Holder). Failure of the Affected Holder to provide such notice shall in no way prevent or relieve any of the Holders from exercising their rights or satisfying their obligations under this Agreement. Upon its learning of the occurrence of any of the above Triggering Events in advance of such Triggering Event Communication from the Affected Holder, the Board shall promptly notify the Affected Holder and the Members (other than the Affected Holder) through a Triggering Event Communication dated as of the date of the Triggering Event.

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(b)           Option to the Non-Affected Holders. Upon the occurrence of a Triggering Event, Members (other than the Affected Holder) shall have the option to purchase any part or all of their pro rata share of the Units held by the Affected Holder on the date the Triggering Event occurred at a purchase price equal to, in the case of a Triggering Event set forth in Sections 13.1(a)(i) and (a)(ii), the amount the Affected Holder would receive in liquidation of the Company if the total amount distributable in such liquidation were equal to the Stated Value and, in the case of a Triggering Event set forth in Sections 13.1(a)(iii), the amount the Affected Holder would receive in liquidation of the Company if the total amount distributable in such liquidation were equal to the product of (x) the Stated Value multiplied by (y) 0.50. For the purposes of this Section 13.1(b), the pro rata share of each Member (other than the Affected Holder) shall be the total number of such Units subject to the Triggering Event multiplied by a fraction, the numerator of which is the number of Units held by such Member on the date of the Triggering Event and the denominator of which is the aggregate number of Units owned by all Members (other than the Affected Holder) wishing to participate in such purchase on such date. The Members (other than the Affected Holder) may exercise their option under this Section 13.1(b) by providing notice to the Affected Holder, the Company and the Members (other than the Affected Holder) within thirty (30) days after receipt of the Triggering Event Communication of its intent to purchase the Units and shall further indicate the number of Units that such Member will purchase (up to its pro rata share).

(c)           Option to the Company. If the Members (other than the Affected Holder) do not exercise their option to purchase all of the Affected Holder’s Units pursuant to Section 13.1(b) hereof, the Company shall have the option to purchase all or any balance of the Affected Holder’s Units at the same price and on the same terms as the Members (other than the Affected Holder) could have purchased such Units under Section 13.1(b) hereof. The Company may exercise its option under this Section 13.1(c) by providing notice to the Affected Holder and the Members within sixty (60) days after receipt of the Triggering Event Communication, which such communication shall state the maximum portion of the Units that the Company is willing to purchase.

13.2        Conversion to Corporation in Connection With an Initial Public Offering.

(a)           In anticipation of or otherwise in connection with a Qualified Public Offering, the Board shall have the power and authority to effect the conversion of the Company from a limited liability company to a corporation organized under the laws of the State of Delaware or another jurisdiction whether by: (i) merger of the Company with or into a new or previously established but dormant corporation having no Assets or liabilities, debts or other obligations of any kind whatsoever other than those that are de minimus in amount and that are associated with its formation and initial capitalization, (ii) a tax-free contribution under Section 351 of the Code or (iii) such other form of transaction as may be available under applicable law (such conversion being referred to as a “Conversion” and such corporation being referred to as “Newco”). No Holder shall have the power to veto such decision of the Board to effect a Conversion. Upon any such Conversion, the terms of this Agreement and all of the parties rights and obligations hereunder with respect to the Units

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shall continue in effect, mutatis mutandis, with respect to the Newco capital securities issued on account of the Units as provided in this Section 13.2. Any such Conversion shall result in no change to the business or operations of the Company.

(b)           Upon the consummation of a Conversion, the Units held by each Holder thereof shall thereupon be converted into, or exchanged for, a number of shares of one or more classes of Newco’s capital securities containing the economic and other terms and rights relative to each other Holder as the Board shall determine to be, as nearly as practicable in all material respects, the same as such Holder’s Units as provided herein, including the proportionate ownership interests of the Holders in Newco. The determination by the Board of the number of shares of Newco capital securities that each Holder receives upon a Conversion shall be final and binding on the Holders absent manifest arithmetic error.

(c)           In connection with a Qualified Public Offering, each Holder hereby covenants and agrees to take any and all actions, and to execute and deliver any and all documents and instruments, at the expense of the Company, to effect a Conversion as may be reasonably requested by the Board, including transferring or tendering such Holder’s Units to Newco in exchange or consideration for shares of capital stock or other equity securities of Newco. No Holder shall have or be entitled to exercise any dissenter’s rights, appraisal rights or any other similar rights in connection with such Conversion. The restrictions on Transfer set forth in Article XI will expire immediately prior to the consummation of any such Qualified Public Offering and the shares of stock or other equity securities issued to Holders in connection with any such Conversion shall be subject to (i) applicable restrictions under federal and state securities laws and (ii) any restrictions set forth in the agreements and other instruments relating to the Qualified Public Offering and/or any Conversion entered into in anticipation or contemplation of such Qualified Public Offering.

13.3        Entire Agreement. This Agreement and the Restructuring Agreement constitute the entire agreement among the parties and supersede any prior understandings, agreements or representations by or among the parties, written or oral, in each case, to the extent related to the subject matter hereof.

13.4        Notices. All notices, demands or other communications to be given or delivered under or by reason of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service (charges prepaid) or sent by telefax (with receipt confirmed). Such notices, demands and other communications shall be sent to each Member at its address (or to its telecopier number) set forth on Schedule A hereto, or such other address (or telecopier number) as such Member may specify by written notice to the others, and to the Company at its principal place of business.

13.5        Amendment and Waiver.

(a)           Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the

32

Members holding at least a majority of the Percentage Interests; provided that any provision hereof may be waived by any waiving party on such party’ s own behalf, without the consent of any other party; provided further, that this Agreement may not be amended to require MC Capital to make any Capital Contributions to the Company or lend any funds pursuant to Section 3.8, or to eliminate or otherwise limit MC Capital’s right to designate a Manager pursuant to Section 6.2, to participate in a Transfer pursuant to Section 11.3, or to exercise a preemptive right pursuant to Section 3.9, in each case, without the prior written consent of MC Capital. For purposes of clarity, nothing in the foregoing proviso shall be deemed to provide MC Capital with the right to consent to or the power to prevent an amendment to this Agreement that provides for additional Managers on the Board and/or gives additional Members the right to designate any Managers (other than the Manager to be designated by MC Capital for so long as MC Capital has such right), or that provides for additional Members to share those rights provided to MC Capital pursuant to Section 11.3; provided that this Agreement is otherwise amended in accordance with the terms and conditions of this Section 13.5. Notwithstanding the foregoing, the Board shall have the right, without the consent of the Holders (provided notice thereof is given to the Members), to amend or modify this Agreement to reflect Transfers, new or additional issuances, including new or additional Units, or modifications of the terms of existing or future Units and the addition of new Members, in each case, conducted in accordance with the terms of this Agreement, and any corresponding modifications of Unit ownership set forth on Schedule A or Board composition set forth on Schedule B.

(b)           The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any Member who did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Section 13.5 shall be binding on the Company and all Holders, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

13.6        Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on all Holders and shall inure to the benefit of the Members and their respective heirs, legal representatives and permitted successors and assigns.

13.7        Governing Law; Severability: Venue and Jurisdiction: Attorneys’ Fees. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAWS OF ANOTHER JURISDICTION. In the event of a direct conflict between the provisions of this Agreement and any provision of the Certificate of Formation or any mandatory provision of the Act, the applicable provision of the Certificate of Formation or the Act shall control. If any provision of this Agreement or the application thereof to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected thereby and that

33

provision shall be enforced to the greatest extent permitted by law. The Company and each Holder consents to submit to the non-exclusive personal jurisdiction of any federal court sitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement, and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. The Company and each Holder agrees not to assert in any action or proceeding arising out of or relating to this Agreement that such venue in Delaware is improper, and waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required of the Company or any Holder with respect thereto.

13.8        Waiver of Jury Trial. EACH OF THE COMPANY, THE MANAGERS AND THE HOLDERS HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS AGREEMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED IN CONNECTION HEREWITH.

13.9        Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each Holder shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and those transactions.

13.10      Counterparts. This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages) with the same effect as if all signing parties had signed the same document. All counterparts shall be construed together and constitute the same instrument.

13.11      Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

13.12      No Third Party Rights. Except as expressly provided in the Act or in Article VIII hereof, nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any Person other than the Holders, the Managers and the officers and their respective successors and assigns, nor shall anything in this Agreement relieve or discharge the obligation or liability of any third Person to any party to this Agreement, nor shall any provision give any third Person any right of subrogation or action over or against any party to this Agreement.

13.13      Acknowledgments. THE HOLDERS ACKNOWLEDGE (A) THAT THEY HAVE READ THIS AGREEMENT CAREFULLY AND FULLY INFORMED THEMSELVES OF THE TERMS AND CONDITIONS CONTAINED HEREIN, (B)THAT THEY HAVE CONSULTED WITH COUNSEL (AND SUCH OTHER ADVISORS AS THEY HAVE DEEMED APPROPRIATE) CONCERNING THEIR INVESTMENT IN THE COMPANY AND THEIR DECISION TO ENTER INTO THIS AGREEMENT AND (C) THAT THEY HAVE MADE THEIR OWN INDEPENDENT INVESTIGATION INTO THE BUSINESS, PROSPECTS, ASSETS AND LIABILITIES OF THE COMPANY, THE TERMS AND CONDITIONS OF ALL AGREEMENTS

34

ENTERED INTO IN CONNECTION HEREWITH. THE HOLDERS REPRESENT THAT NEITHER THE COMPANY NOR ANY OTHER MEMBER (NOR ANYONE ACTING ON BEHALF OF EITHER THE COMPANY OR ANY OTHER MEMBER) HAS MADE ANY REPRESENTATION OR STATEMENT OF ANY KIND OTHER THAN AS MAY BE EXPRESSLY CONTAINED IN THIS AGREEMENT.

*              *              *              *              *

35

IN WITNESS WHEREOF, the Members have executed this Agreement as of the date first set forth above.

KPS Special Situations Fund II (A), L.P
By:	/s/ Michael Psaros
Name:	Michael Psaros
Title:	Managing Member of KPS Investors II GP, LLC, as General Partner of KPS Investors II, LP, as General Partner of KPS Special Situations Fund II (A), L.P.
KPS Special Situations Fund II, L.P.
By:	/s/ Michael Psaros
Name:	Michael Psaros
Title:	Managing Member of KPS Investors II GP, LLC, as General Partner of KPS Investors II, LP, as General Partner of KPS Special Situations Fund II, L.P.
MC Capital Inc.
By:	/s/ Takajiro Ishikawa
Name:	Takajiro Ishikawa
Title:	President

SCHEDULE A*

UNITS

MEMBER	NOTICE ADDRESS	NUMBER OF UNITS
KPS Special Situations Fund II, L.P.	200 Park Avenue, 58th Floor New York, NY 10166	4,810
KPS Special Situations Fund II (A), L.P.	200 Park Avenue, 58th Floor New York, NY 10166	5,190
KPS Special Situations Fund III, L.P.	200 Park Avenue, 58th Floor New York, NY 10166	1,086.536
KPS Special Situations Fund III (A), L.P.	200 Park Avenue, 58th Floor New York, NY 10166	522.102
KPS Special Situations Fund III (Supplemental), L.P.	200 Park Avenue, 58th Floor New York, NY 10166	1,608.638
MC Capital Inc.	655 Third Avenue, 2nd Floor New York, NY 10017	695

*Updated as of December 2, 2009 to reflect issuance of Units in connection with the acquisition of HHI FormTech, LLC.

SCHEDULE A*

UNITS

MEMBER	NOTICE ADDRESS	NUMBER OF UNITS
HHI Group Holdings, LLC	39475 13 Mile Road Suite 105 Novi, MI 48377	1,000

*Updated as of December 2, 2009 after giving to effect to that certain Contribution Agreement and Waiver, dated December 2, 2009, by and among the KPS Special Situations Fund II (A), L.P., KPS Special Situations Fund II, L.P., KPS Special Situations Fund III, LP, KPS Special Situations Fund III(A), L.P., KPS Special Situation Fund III (Supplemental), LP and MC Capital Inc.

SCHEDULE B

BOARD OF MANAGERS: MANAGERS

EUGENE KEILIN

MICHAEL PSAROS

DAVID SHAPIRO

RAQUEL PALMER

TAKAJIRO ISHIKAWA

B-1

SCHEDULE C

LIMITED LIABILITY COMPANY AGREEMENT

JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Limited Liability Company Agreement of HHI Holdings, LLC, dated April 30, 2008 (as the same may hereafter be amended, the “Agreement”).

By executing and delivering this Joinder to the Agreement, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Agreement in the same manner as if the undersigned were an original signatory to the Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the       day of               , 20    .

Signature

Print Name

C-1

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Amended and Restated Limited Liability Company Agreement of HH1 Holdings, LLC, dated April 30, 2008 (as the same may hereafter be amended, the “Agreement”).

By executing and delivering this Joinder to the Agreement, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Agreement in the same manner as if the undersigned were an original signatory to the Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the 2nd day of December, 2009.

HHI GROUP HOLDINGS, LLC

/s/ George Thanopoulos

Signature

George Thanopoulos

President and Chief Executive Officer

Print Name

Address:

39475 13 Mile Road

Suite 105

Novi, MI 48377

EX-3.119

Exhibit 3.119

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI HOLDINGS, LLC

A Delaware Limited Liability Company

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of December 2, 2009 of HHI Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Group Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”) on April 24, 2008 and KPS Special Situations Fund II, L.P. (“KPS Fund II”), the sole member of the Company, entered into that certain Limited Liability Company Agreement of HHI Holdings, LLC on such date;

WHEREAS, on April 30,2008, as a part of a restructuring, KPS Fund II, KPS Special Situations Fund II (A), L.P. (“KPS Fund II (A)”) and MC Capital Inc., (“MC Capital”) each contributed shares of capital stock of certain subsidiaries of the Company to the Company in exchange for units in the Company and in connection therewith, together with the Company, entered into that certain Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC on such date (the “Old Agreement”);

WHEREAS, on October 2, 2009, an indirect subsidiary of the Company, HHI Form Tech, LLC, (“HHI FormTech”) acquired certain assets and liabilities of Form Tech Industries LLC and Form Tech Industries Holdings LLC (the “FormTech Acquisition”);

WHEREAS, in connection with the FormTech Acquisition, KPS Special Situations Fund III, L.P. (“KPS Fund III”), KPS Special Situations Fund III (A), L.P. (“KPS Fund III (A)”) and KPS Special Situations Fund III (Supplemental), L.P. (“KPS Fund III Supplemental.” together with KPS Fund II, KPS Fund II(A), KPS Fund III and KPS Fund III(A), the “KPS Funds”), each made a cash contribution to the Company in exchange for Units;

WHEREAS, KPS Fund II and KPS Fund II (A) together own approximately 80% of the issued and outstanding common stock, without par value per share, of Cloyes Gear and Products, Inc. (“Cloyes”), an entity that operates a business similar to the businesses operated by each of the following subsidiaries of the Company, (i) Kyklos Bearing International, LLC, (ii) Jernberg Sales, LLC, Jernberg Industries, LLC and Impact Forge Group, LLC and (iii) HHI Form Tech;

WHEREAS, to consolidate related businesses controlled by the KPS Funds under one holding company, on the date hereof, Cloyes Merger Corporation, a subsidiary of the Managing

Member, merged with and into Cloyes with Cloyes as the surviving corporation (the “Cloyes Merger”), pursuant to which Cloyes became a subsidiary of the Managing Member;

WHEREAS, immediately prior to entering into this Agreement (i) the Managing Member assigned all of the Cloyes stock to Cloyes Gear Holdings, LLC, an indirect, wholly-owned subsidiary of the Company, in exchange for units in the Company and (ii) the KPS Funds and MC Capital each contributed all the units of the Company owned by them to the Managing Member in exchange for units in the Managing Member such that following such transactions described in (i) and (ii), the Managing Member became the owner of all the issued and outstanding units of the Company and the only party to the Old Agreement; and

WHEREAS, the Managing Member, now wishes to amend and restate the Old Agreement, and the Managing Member wishes to enter into this Agreement to provide for, among other things, the management and operation of the Company.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “HHI Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

2

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. The name of, notice address for, and number of equity securities of the company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

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3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

GENERAL PROVISIONS

5.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

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5.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

5.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

5.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

5.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*        *        *        *        *

5

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI GROUP HOLDINGS, LLC
By:	/s/ Michael Johnson
Name: Michael Johnson
Title: Chief Financial Officer

Signature Page to Second Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI GROUP HOLDINGS, LLC	485 LEXINGTON AVENUE 31ST FLOOR NEW YORK, NY 10017	1,000

A-1

EX-3.120

Exhibit 3.120

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

HHI HOLDINGS, LLC

A Delaware Limited Liability Company

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of March 11, 2010 of HHI Holdings, LLC, a Delaware limited liability company (the “Company”), is made by HHI Intermediate Group Holdings, LLC, a Delaware limited liability company, its sole and managing member (the “Managing Member” or “Member”).

WHEREAS, the Company was organized as a limited liability company under and pursuant to the Delaware Limited Liability Company Act, as amended (the “Act”), on April 24, 2008 and KPS Special Situations Fund II, L.P. (“KPS Fund II”), the sole member of the Company, entered into that certain Limited Liability Company Agreement of HHI Holdings, LLC on such date;

WHEREAS, on April 30, 2008, as a part of restructuring, KPS Fund II, KPS Special Situations Fund II (A), L.P. (“KPS Fund II (A)”) and MC Capital Inc., (“MC Capital”) each contributed shares of capital stock of certain subsidiaries of the Company to the Company in exchange for Units (as defined below) in the Company and in connection therewith, together with the Company, entered into that certain Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC on such date (the “2008 Agreement”);

WHEREAS, on October 2, 2009, an indirect subsidiary of the Company, HHI FormTech, LLC, (“HHI FormTech”) acquired certain assets and liabilities of FormTech Industries LLC and FormTech Industries Holdings LLC (the “FormTech Acquisition”);

WHEREAS, in connection with the FormTech Acquisition, KPS Special Situations Fund III, L.P. (“KPS Fund III”), KPS Special Situations Fund III (A), L.P. (“KPS Fund III (A)”) and KPS Special Situations Fund III (Supplemental), L.P. (“KPS Fund III Supplemental”, together with KPS Fund II, KPS Fund II (A), KPS Fund III and KPS Fund III (A), the “KPS Funds”), each made a cash contribution to the Company in exchange for Units;

WHEREAS, KPS Fund II and KPS Fund II (A) together owned approximately 80% of the issued and outstanding common stock, without par value per share, of Cloyes Gear and Products, Inc. (“Cloyes”), an entity that operates a business similar to the businesses operated by each of the following subsidiaries of the Company: (i) Kyklos Bearing International, LLC, (ii) Jernberg Sales, LLC, Jernberg Industries, LLC and Impact Forge Group, LLC and (iii) HHI FormTech;

WHEREAS, on December 2, 2009, to consolidate related businesses controlled by the KPS Funds under one holding company, on the date thereof, Cloyes Merger Corporation, a subsidiary of HHI Group Holdings, LLC (“Group Holdings”), merged with and into Cloyes with Cloyes as the surviving corporation (the “Cloyes Merger”), pursuant to which Cloyes became a subsidiary of Group Holdings;

WHEREAS, prior to entering into the 2009 Agreement (as defined below): (i) Group Holdings assigned all of the Cloyes stock to Cloyes Gear Holdings, LLC, an indirect, wholly-owned subsidiary of the Company, in exchange for units in the Company and (ii) the KPS Funds and MC Capital each contributed all the units of the Company owned by them to Group Holdings in exchange for units in Group Holdings such that following such transactions described in (i) and (ii), the Group Holdings became the owner of all the issued and outstanding units of the Company and the only party to the 2008 Agreement;

WHEREAS, to evidence Group Holdings as the owner of all of the issued and outstanding units of the Company and to simplify the limited liability company agreement of the Company, on December 2, 2009, Group Holdings entered into that Second Amended and Restated Limited Liability Company Agreement (the “2009 Agreement”);

WHEREAS, on February 3, 2010, Group Holdings contributed all of the Units owned by it in the Company to the Managing Member and in connection therewith, all references to Group Holdings were amended to reflect the Managing Member as the sole Member; and

WHEREAS, the Managing Member wishes to amend and restate the 2009 Agreement, and enter into this Agreement to provide for, among other things, the application of Article 8 of the Delaware UCC (as defined below) to the membership interests of the Company, the management and operation of the Company, and certain other matters.

NOW, THEREFORE, in consideration of the premises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Managing Member hereby agrees as follows:

ARTICLE I

ORGANIZATION

1.1Name and Term. The name of the Company is “HHI Holdings, LLC” or such other name as may be determined from time to time by the Managing Member. The Company shall continue in existence in perpetuity or until earlier terminated and dissolved in accordance with Article IV of this Agreement.

1.2Formation of the Company. The Company was formed as a limited liability company under the Act on April 24, 2008. The Member hereby agrees that the person executing and filing the Certificate of Formation of the Company was and is an “authorized person” within the meaning of the Act, and that the Certificate of Formation filed by such authorized person is the Certificate of Formation of the Company.

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1.3Registered Office; Registered Agent; Principal Office; Other Offices. The registered agent and office of the Company required by the Act to be maintained in the State of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle, or such other agent and/or office (which need not be a place of business of the Company) as the Managing Member may designate from time to time. The principal office of the Company shall be at such place as the Managing Member may designate from time to time, which need not be in the State of Delaware, and the Company shall maintain records there.

1.4Purposes and Powers. The purpose of the Company shall be to engage in such business activities as may be undertaken by a limited liability company under the Act.

1.5Fiscal Year. The fiscal year of the Company shall end on December 31 of each calendar year.

ARTICLE II

FINANCING; BOOKS

2.1Establishment and Determination of Capital Accounts. A “Capital Account” shall be established and maintained for the Member on the books of the Company, and shall be maintained and adjusted appropriately in accordance with the regulations under Section 704(b) of the Internal Revenue Code of 1986 and any successor statute, as amended. The Member shall not be required to make any capital contributions to the Company, and shall not be required to lend any funds to the Company. The Member shall not be paid interest on any capital contribution to the Company or on any part of its Capital Account.

2.2Distributions. Except otherwise provided in this Agreement or the Act, the Managing Member shall have full power and discretion to determine when and whether any assets shall be distributed.

2.3Maintenance of Books. The Company shall maintain complete and accurate books of account that will accurately reflect all matters relating to its business.

2.4Company Funds. Company funds shall be separately identifiable from and not commingled with those of any other person, including the Member.

ARTICLE III

MANAGING MEMBER

3.1Management of Business. Except as otherwise expressly provided in this Agreement, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Managing Member. Except as may otherwise be expressly provided in this Agreement, the Managing Member shall: (a) have complete and exclusive discretion in the management and control of the business and affairs of the Company, including the right to make and control all ordinary and usual decisions concerning the business and affairs of the Company and (b) possess all power, on behalf of the Company, to do or

3

authorize the Company or to direct the executive officers of the Company, on behalf of the Company, to do all things necessary or convenient to carry out the business and affairs of the Company. The Managing Member shall be entitled to be reimbursed for reasonable, out-of-pocket costs and expenses incurred by it on behalf of the Company.

3.2Appointment of Officers. The Managing Member shall have the right to appoint and remove officers of the Company, including a chief executive officer of the Company, to assist with the day-to-day management of the business affairs of the Company. Compensation of all officers shall be fixed by the Managing Member.

3.3Fiduciary Duties. In exercising its rights and performing its duties under this Agreement, the Managing Member shall not owe or have any fiduciary or other duties.

3.4Indemnification. The Managing Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Managing Member with respect to or on behalf of the Company. The Company shall indemnify the Managing Member for any act performed by the Managing Member on behalf of or with respect to the Company, as and to the full extent permitted by the Act. Any repeal or modification of this subsection shall not impair or otherwise affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts. This subsection shall be liberally construed in favor of indemnification and the payment of expenses incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, in advance of its final disposition. There shall be a rebuttable presumption that a claimant under this subsection is entitled to such indemnification and the Company shall bear the burden of proving by a preponderance of the evidence that such claimant is not so entitled to indemnification.

ARTICLE IV

DISSOLUTION, LIQUIDATION AND TERMINATION

4.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon a decision by the Managing Member to dissolve the Company.

4.2Liquidation and Termination. On dissolution of the Company, the Managing Member shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The proceeds of the liquidation shall be applied and distributed in the following order:

(a)first, the Managing Member shall pay, satisfy or discharge from Company assets all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Managing Member may reasonably determine); and

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(b)second, all remaining assets of the Company shall thereafter be distributed to the Member as soon as practicable.

ARTICLE V

MEMBERSHIP INTERESTS

5.1Membership Interests. The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Managing Member are set forth in Schedule A attached hereto.

5.2Units as Securities under the UCC. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Delaware (the “Delaware UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Delaware UCC.

ARTICLE VI

GENERAL PROVISIONS

6.1Entire Agreement. This Agreement constitutes the entire agreement and supersedes any prior understandings, agreements or representations, written or oral, to the extent related to the subject matter hereof.

6.2Amendment and Waiver. No modification, waiver or termination of this Agreement, or any part hereof, shall be effective unless made in writing and signed by the party or parties sought to be bound thereby.

6.3Binding Effect. Subject to the restrictions set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Member and its heirs, legal representatives and permitted successors and assigns.

6.4Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF OR OF ANY OTHER JURISDICTION.

6.5No Third Party Rights. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any person other than the Member.

*      *      *      *      *

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IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.

HHI INTERMEDIATE GROUP HOLDINGS, LLC
By:	/s/ Michael Johnson
Name: Michael Johnson
Title: Chief Financial Officer

Signature Page to Third Amended and Restated Limited Liability Company Agreement of HHI Holdings, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
HHI Intermediate Group Holdings, LLC	2727 W. 14 Mile Road Royal Oak, MI 48073	1,000

A-1

EX-3.121

Exhibit 3.121

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 05/24/1994

944092308 - 2405136

CERTIFICATE OF INCORPORATION

OF

CITATION CORPORATION

1.The name of the corporation is Citation Corporation (the “Corporation”).

2.The address of its registered office in the State of Delaware is 1209 Orange 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 nature of the business or purposes to be conducted or promoted is 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 of all classes of stock which the Corporation shall have the authority to issue is 35,000,000 shares, divided into 30,000,000 shares of Common Stock, par value $.01 per share (hereinafter referred to as the “Common Stock”) and 5,000,000 shares of preferred stock, par value $.01 per share (herein referred to as the “Preferred Stock”).

A.Common Stock. The following powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Common Stock of the Corporation are fixed as follows:

(1)Voting Rights. With respect to all matters to be acted upon by the stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the stock transfer books of the Corporation, and all shares shall be voted on a non-cumulative basis.

(2)Dividends. Dividends on shares of Common Stock shall be payable only out of earnings or assets of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(3)Rights Upon Dissolution, Etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation available for distribution to the stockholders (whether from capital or surplus) shall be distributed among those of the respective series of the outstanding Preferred Stock, if any, as may be entitled to any preferential amounts and among the respective holders thereof in accordance with the relative rights and preferences, if any, fixed and determined for each such series and the holders thereof by resolution or resolutions of the Board of Directors providing for the issue of each such series of the Preferred Stock. After payment in full of the amounts payable in respect of the Preferred Stock, if any, the holders of the outstanding Common Stock shall be entitled (to the exclusion of the holders of any series of the outstanding Preferred Stock entitled to preferential treatment pursuant to resolutions of the Board of Directors providing for the issue

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thereof) to share ratably on a share-for-share basis as one class of capital stock in all the remaining assets of the Corporation available for distribution to its stockholders.

A merger, consolidation or reorganization of the Corporation with or into one or more corporations, or a sale, lease or other transfer of all or substantially all the assets of the Corporation, that does not result in the termination of the enterprise and distribution of the assets to stockholders, shall not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation within the meaning of this Section (4) notwithstanding the fact that the Corporation may cease to exist or may surrender its Certificate of Incorporation.

(B) Preferred Stock.

(1) The Preferred Stock may be issued in such one or more series as shall from time to time be created and authorized to be issued by the Board of Directors as hereinafter provided. The Board of Directors is hereby expressly authorized, by resolution or resolutions, from time to time adopted providing for the issuance of Preferred Stock, to divide the Preferred Stock into series and to fix and state, to the extent not fixed by the provisions hereinafter set forth, the designations, voting powers, if any, preferences and relative, participating, optional and other special rights of the shares of each series of the Preferred Stock, and the qualifications, limitations and restrictions thereof, including (but without limiting the generality of the foregoing) any of the following with respect to which the Board of Directors may make specific provisions:

(a)the distinctive name and any serial designation;

(b)the annual dividend rate or rates and the dividend payment dates;

(c)with respect to the declaration and payment of dividends upon each series of the Preferred Stock, whether such dividends are to be cumulative or non-cumulative, preferred, subordinate or equal to dividends declared and paid upon other series of the Preferred Stock or upon any other shares of stock of the Corporation, and the participating or other special rights, if any, of such dividends;

(d)the redemption provisions, if any, with respect to any series, and if any series is subject to redemption, the manner and time of redemption and the redemption price or prices;

(e)the amount or amounts of preferential or other payment to which any series is entitled over any other series or over the Common Stock on voluntary or involuntary dissolution, liquidation or winding-up;

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(f)any sinking fund or other retirement provisions and the extent to which the charges therefor are to have priority over the payment of dividends on or the making of sinking fund or other like retirement provisions for shares of any other series or for shares of the Common Stock;

(g)any conversion, exchange, purchase or other privileges to acquire shares of any other series of the Preferred Stock or the Common Stock;

(h)the number of shares of such series; and

(i)the voting rights, if any, of such series; provided, however, that the Board of Directors, in any resolutions creating any series of the Preferred Stock, may not establish the rights, preferences and powers of such series in a manner that establishes greater voting rights per share than the voting rights per share of the holders of the Common Stock.

Each share of each series of the Preferred Stock shall have the same relative rights and be identical in all respects with all other shares of the same series.

(2)Before the Corporation shall issue any shares of the Preferred Stock of any series authorized as hereinbefore provided, a certificate setting forth a copy of the resolution or resolutions with respect to such series adopted by the Board of Directors of the Corporation pursuant to the foregoing authority vested in the Board of Directors shall be made, filed and recorded in accordance with the General Corporation Law of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its Chairman of the Board, President or a Vice President and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary and such certificate shall be kept on file at the principal office of the Corporation in the State of Delaware and in such other place or places as the Board of Directors shall designate.

(3)Shares of any series of the Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, conversion or otherwise, may, as may be provided by resolution or resolutions of the Board of Directors and in accordance with the General Corporation Law of Delaware, be returned to the status of authorized but unissued Preferred Stock, undesignated as to series, or to the status of authorized but unissued Preferred Stock of the same series.

(4)Unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue thereof or the General Corporation Law of Delaware, the number of authorized shares of any series of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution or resolutions of the

3

Board of Directors, and the execution, filing and recording of a certificate, setting forth that such increase or decrease has been authorized by the Board of Directors, in accordance with the General Corporation Law of Delaware. In case the number of authorized shares of any such series of the Preferred Stock shall be decreased in accordance with the immediately preceding sentence, the shares representing such decrease shall, unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issuance thereof, resume the status of the authorized but unissued Preferred Stock, undesignated as to series.

(5)The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Thomas A. Ritchie	312 North 23rd Street
	Birmingham, Alabama 35203

(6)The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

NAME	MAILING ADDRESS
T. Morris Hackney	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
Hugh G. Weeks	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
R. Conner Warren	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203

(7)The Board of Directors is empowered to make, alter or repeal the by-laws of the Corporation.

(8)No holder of any share or shares of any class of stock of the Corporation shall have a preemptive right to subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized, including treasury shares, or for any securities convertible into or carrying any optional rights to purchase or subscribe for any shares of stock of any class of the Corporation now or hereafter authorized, provided, however, that no provision of this Certificate of Incorporation shall be deemed to deny the Board of Directors the right, in its discretion, to grant to the holders of the shares of any class of stock at any time outstanding the right to purchase or subscribe for shares of stock of any class or any other securities of the Corporation now or hereafter authorized at such prices and upon such other terms and conditions as the Board of Directors, in its discretion, may fix.

4

(9)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 of 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 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.

(10)The business and affairs of the Corporation shall be managed by the Board of Directors, and the election of directors need not be conducted by written ballot unless required by the by-laws of the Corporation.

(11)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.

(12)A director of the Corporation, and any other person or persons who, pursuant to a provision of this Certificate of Incorporation in accordance with subsection (a) of Section 141 of the General Corporation Law of the State of Delaware, exercise or perform any of the powers or duties otherwise conferred or imposed upon the Board of Directors by the General Corporation Law of the State of Delaware (collectively hereinafter, a “director”), shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Section 12 by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

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(13)Each person who was or is made a party is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent or in any other capacity while serving as a director, officer, employee or (if serving for another corporation at the request of the Corporation agent), 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 rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the paragraph below with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking to enforce rights to indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise.

If a claim under the foregoing paragraph of this Section is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify

6

the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. 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 action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation may maintain insurance, at its expense, to protect itself and any 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 Delaware General Corporation Law.

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, has caused this certificate to be made, hereby declaring and certifying that the facts herein stated are true, and accordingly has caused this certificate to be signed and sealed this 23rd day of May, 1994.

/s/ Thomas A. Ritchie

THOMAS A. RITCHIE

This instrument prepared by: Thomas A. Ritchie, Ritchie & Rediker, P.C., 312 North 23rd Street, Birmingham, Alabama 35203.

7

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 06/14/1994

944107126 - 2405136

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
CITATION CORPORATION
CHANGING NAME TO CITATION DELAWARE CORPORATION

I, the undersigned, being the sole incorporator of Citation Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DO HEREBY CERTIFY:

FIRST: That Section numbered 1 of the Certificate of Incorporation be and it is hereby amended to read as follows:

1. The name of the corporation is Citation Delaware Corporation (the “Corporation”).

SECOND: That the corporation has not received any payment for any of its stock. No shares have been issued.

THIRD: The Board of Directors named in the Certificate of Incorporation have not yet been elected.

FOURTH: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this certificate this 13th day of June, 1994.

/s/ Thomas A. Ritchie

THOMAS A. RITCHIE

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:00 AM 07/01/1994

944121607 - 2405136

AGREEMENT OF MERGER

MERGING

CITATION CORPORATION
(an Alabama corporation)

INTO

CITATION DELAWARE CORPORATION
(a Delaware corporation)

AND CHANGING NAME OF CITATION DELAWARE CORPORATION

TO

CITATION CORPORATION

This Agreement of Merger and Plan of Reorganization dated as of the 1st day of July, 1994, is entered into by and among Citation Delaware Corporation, a corporation organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as “Surviving Company”) and Citation Corporation, a corporation organized and existing under the laws of the State of Alabama (hereinafter sometimes called “Merging Company”).

RECITALS

The registered office of the Surviving Company is in the State of Delaware, located at 1209 Orange Street, in the City of Wilmington, County of New Castle, and The Corporation Trust Company is its registered agent thereat.

The registered office of the Merging Company is in the State of Alabama located at 312 North 23rd Street, Birmingham, Alabama 35203 and Thomas A. Ritchie is the registered agent thereat.

The authorized capital stock of the Surviving Company consists of 35,000,000 shares, of which 30,000,000 shares are Common Stock with a par value of $.01 per share and 5,000,000 shares are Preferred Stock with a par value of $.01 per share of which authorized shares there are 8,930,000 shares of Common Stock outstanding and no shares of Preference Stock outstanding.

The authorized capital stock of the Merging Company consists of 10,000,000 shares of Common Stock, par value $0.01 per share, 8,930,000 of which are outstanding.

Each stockholder of the Merging Company owns the identical number of the outstanding shares of the Surviving Company as he owns in the Merging Company.

1

The Board of Directors and stockholders of each of the said corporations deem it to be to the benefit and advantage of the said corporations and their stockholders to enter into this Agreement under and pursuant to the provisions of Section 252 of the General Corporation Law of Delaware, and Article 5 of the Alabama Business Corporation Act Section 10-2-146;

NOW, THEREFORE, in consideration of the premises and the mutual agreements, provisions, covenants and grants herein contained, it is hereby agreed by and between the parties hereto in accordance with the laws of the State of Delaware and the State of Alabama that the Merging Company shall be, and hereby is merged with and into the Surviving Company.

The parties hereto by these presents agree to and prescribe a plan of merger containing the terms and conditions of the said merger, the mode of carrying the same into effect, and the manner of converting the shares of the Merging Company into shares of the Surviving Company which plan, terms and conditions, mode of carrying the same into effect and manner of conversion the said parties hereto do mutually and severally covenant to observe, keep and perform, that is to say:

ARTICLE I

The Surviving Company and the Merging Company (sometimes herein referred to together as the “Constituent Corporations”) shall be a single corporation, which shall be the Surviving Company. The Surviving Company shall be the corporation continuing after the merger, and the separate existence of the Merging Company shall cease. The principal place of business of the Surviving Company in the State of Alabama shall be Birmingham, Alabama.

ARTICLE II

The directors of the Surviving Company, as the same shall be on the effective date of the merger, shall continue to serve as directors of the Surviving Company until their respective successors shall be elected and qualified in accordance with the provisions of the bylaws of the Surviving Company. The officers of the Surviving Company, as the same shall be on the effective date of the merger, shall continue to serve as officers of the Surviving Company at the pleasure of the Board of Directors of the Surviving Company.

ARTICLE III

Upon the date that this Agreement of Merger is filed with both the Secretary of State of Alabama and the Secretary of State of Delaware (hereinafter sometimes called “the Effective Date”), the Certificate of Incorporation of the Surviving Company, as filed in the office of the Secretary of State of Delaware, as amended hereby to change the name of the Surviving Company to “Citation Corporation”, shall be the Certificate of Incorporation of the Surviving Company, until amended as provided by law. The name of the Surviving Company shall be “Citation Corporation”.

2

ARTICLE IV

The Surviving Company shall be governed by the laws of the State of Delaware.

ARTICLE V

The manner of converting the capital stock of each of the Constituent Corporations into the capital stock of the Surviving Company shall be as follows:

All of the issued and outstanding shares of the stock of the Merging Company shall be canceled and no issued and outstanding shares of stock of the Surviving Company shall be canceled and no shares of stock of the Merging Company or the Surviving Company shall be issuable or issued by reason of the merger.

ARTICLE VI

(a)Upon the effectiveness of the merger, the Surviving Company 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, including all contracts, trademarks, trademark registrations, and applications for registration of trademarks, and all debts due on whatever account, including subscriptions to shares, and all other chosen 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 transferred and invested in the Surviving Company without further act or deed; and the title to all real estate, or any interest therein, whether by deed or otherwise, vested in either of the Constituent Corporations shall be vested in the Surviving Company by reason of the merger.

(b)Upon the effective date of the merger, the Surviving Company shall be responsible and liable for all liabilities and obligations of each of the Constituent Corporations; 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 Company 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.

(c)All corporate acts, plans, policies, contracts, approvals and authorizations of the Merging Company, its stockholders, Board of Directors, committees elected or appointed by the Board of Directors, officers and agents, which were valid and effective immediately prior to the effectiveness of the merger shall be taken for all purposes as the acts, plans, policies, approvals and authorizations of the Surviving Company and shall be as effective and binding thereon as the same were with respect to the Merging Company.

(d)The bylaws of the Surviving Company as existing and constituted immediately prior to the merger becoming effective shall be and constitute the bylaws of the Surviving Company,

3

until the same shall thereafter be altered, amended, or repealed in accordance with law, the Certificate of Incorporation, and said bylaws.

ARTICLE VII

The Surviving Company shall pay all expenses of this merger.

ARTICLE VIII

The Surviving Company reserves the right to amend, alter, change or repeal any provision contained in its Certificate of Incorporation or in this Agreement, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders of the Surviving Company are granted subject to this reservation.

ARTICLE IX

(a)When this Agreement of Merger shall have been finally consented to by the stockholders of each of the Constituent Corporations, the same, together with the certificate of the Secretary of each of the Constituent Corporations under their respective corporate seals, stating the fact of such adoption and the manner thereof, shall be filed in the office of the Secretary of State of Delaware, with a copy thereof being recorded in the office of the Recorder of Deeds of New Castle County, Delaware, and shall be filed in the office of the Secretary of State of the State of Alabama. When such has been done, this Agreement of Merger shall thenceforth be taken and deemed to be the agreement and act of merger of the Constituent Corporations for all purposes, and the Constituent Corporations shall be one corporation, which shall be the Surviving Company, and the separate existence of the Merging Company thereupon shall cease. The Effective Date of the merger shall be the date upon which this Agreement of Merger has been filed with both the Secretary of State of Delaware and the Secretary of State of the State of Alabama.

(b)The Surviving Company hereby agrees with the Secretary of State of the State of Alabama that it may be served with process in the State of Alabama in any proceeding for the enforcement of any obligations of the Merging Company and in any proceeding for the enforcement of the rights of a dissenting shareholder of the Merging Company against the Surviving Company and that it will promptly pay to the dissenting shareholders of the Merging Company the amount, if any, to which they shall be entitled under the provisions of the Law of Alabama with respect to the rights of dissenting shareholders. The Surviving Company does hereby irrevocably appoint the Secretary of State of the State of Alabama as its agent to accept service of process in any proceeding referred to in this subsection; the complete address to which the service of process in any such proceeding shall be mailed, until written notification from the Surviving Company to the Secretary of State of the State of Alabama shall have been received, is: Mr. Thomas A. Ritchie, 312 North 23rd Street, Birmingham, Alabama 35203.

4

ARTICLE X

At any time prior to the filing of this Agreement with either of the said Secretaries of State, this Agreement may be terminated by the Board of Directors of either of the Constituent Corporations, notwithstanding the approval of this Agreement by the stockholders of all or any of the Constituent Corporations.

IN WITNESS WHEREOF, the Constituent Corporations have caused this Agreement of Merger and Plan of Reorganization to be signed in their respective corporate names by their respective Presidents and their respective corporate seals to be hereunto affixed and to be attested by their respective Secretaries, all as of the day and year first above written.

ATTEST:	CITATION DELAWARE CORPORATION
	a Delaware corporation
/s/ R. Conner Warren	By:	/s/ T. Morris Hackney
Secretary		President
ATTEST:	CITATION CORPORATION
	an Alabama corporation
/s/ R. Conner Warren	By:	/s/ T. Morris Hackney
Secretary		President

5

CERTIFICATE

I, T. Morris Hackney, as President of Citation Delaware Corporation, a corporation organized and existing under the laws of the State of Delaware (herein called “the Corporation”), hereby certify, as such President and under the seal of the Corporation, that the Plan of Merger contained in the Agreement of Merger and Plan of Reorganization to which this Certificate is attached has been duly approved by a resolution duly adopted by the Board of Directors of the Corporation and, after execution on behalf of the parties thereto, has been duly adopted pursuant to Section 252 of the General Corporation Law of Delaware, by the written consent of the holders of all of the Common Stock of the Corporation which is issued and outstanding.

WITNESS my hand, under the seal of the Corporation the 1st day of July, 1994.

/s/ T. Morris Hackney

As President of

Citation Delaware Corporation,

a Delaware corporation

CERTIFICATE

I, T. Morris Hackney, as President of Citation Corporation, a corporation organized and existing under the laws of the State of Alabama (hereinafter called “the Corporation”), hereby certify, as such President and under the seal of the Corporation, that the Plan of Merger contained in the Agreement of Merger and Plan of Reorganization to which this Certificate is attached, has been duly approved by a resolution duly adopted by the Board of Directors of the Corporation, and, after execution on behalf of the parties thereto, has been duly approved pursuant to Section 10-2A-142 of the Alabama Business Corporation Act, by the written consent of the holders of all of the capital stock of the Corporation which is issued and outstanding.

WITNESS my hand under the seal of the Corporation, the 1st day of July, 1994.

/s/ T. Morris Hackney

As President of

Citation Corporation,

an Alabama corporation

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CERTIFICATE

The above Agreement 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 Corporate Law of the State of Delaware and the Law of Alabama, the President of each corporate party thereto does now hereby execute the said Agreement of Merger and the Secretary of each corporate party thereto does now hereby attest the said Agreement of Merger as the respective act, deed and agreement of each of said Corporations on the 1st day of July, 1994.

ATTEST:	CITATION DELAWARE CORPORATION
	a Delaware corporation
/s/ R. Conner Warren	By:	/s/ T. Morris Hackney
Secretary		President
ATTEST:	CITATION CORPORATION
	an Alabama corporation
/s/ R. Conner Warren	By:	/s/ T. Morris Hackney
Secretary		President

This instrument was prepared by Thomas A. Ritchie whose address is 312 North 23rd Street, Birmingham, Alabama 35203.

7

CERTIFICATE OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

Citation Corporation

Pursuant to Section 151 of the General Corporation law
of the State of Delaware

Citation Corporation, a corporation organized and existing under the General Corporation law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation of the said Corporation, the said Board of Directors on November 25, 1998 adopted the following resolution creating a series of 300,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock”:

RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Certificate of Incorporation, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

Series A Junior Participating Preferred Stock

1.             Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall he 300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 03:00 PM 12/01/1998

981459422 - 2405136

2.             Dividends and Distribution.

(A)            Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on such quarterly dates as shall be determined by the Corporation’s Board of Directors in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 100. In the event the Corporation shall at any time after November 25, 1998 (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)            The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C)            Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly

2

Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding, The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof.

3.             Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the. following voting rights:

(A)            Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

(B)            Except as required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

4.             Certain Restrictions.

(A)          Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)            declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(ii)           declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)          purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or

3

by publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to such holders and holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)          The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

5.             Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock and may be reissued as part of anew series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.

6.             Liquidation, Dissolution or Winding Up. (A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of (1) Series A Junior Participating Preferred Stock and (2) Common Stock, respectively, (a) holders of Series A Junior Participating Preferred Stock and (b) holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to (x) the Series A Junior Participating Preferred Stock and (y) the Common Stock, on a per share basis, respectively.

(B)          In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in

4

proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C)            Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

7.             Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

8.             No Redemption. Shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by the Company.

9.             Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

10.          Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

11.          Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 30th day of November, 1998.

5

ATTEST:	CITATION CORPORATION
/s/ Stanley B. Atkins	By:	/s/ Frederick F. Sommer
Name: Stanley B. Atkins	Name:	Frederick F. Sommer
Title: Vice President and Corporate Secretary	Title:	President and Chief Executive Officer

6

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:35 PM 12/01/1999

991511323 - 2405136

CERTIFICATE OF MERGER

OF

RSJ ACQUISITION CO.

WITH AND INTO

CITATION CORPORATION

(Under Section 251 of the General

Corporation Law of the State of Delaware)

Citation Corporation, a Delaware corporation, hereby certifies that:

1.The name and state of incorporation of each of the constituent corporations is as follows:

(a)RSJ Acquisition Co., a Delaware corporation (“Merger Co.”); and

(b)Citation Corporation, a Delaware corporation (the “Company”).

2.The Agreement and Plan of Merger and Recapitalization, dated as of June 24, 1999, by and between Merger Co. and the Company, as amended by Amendment No. 1 to the Agreement and Plan of Merger and Recapitalization, dated as of September 3, 1999, by and between Merger Co. and the Company, and Amendment No. 2 to the Agreement and Plan of Merger and Recapitalization, dated as of October 12, 1999, by and between Merger Co. and the Company (the “Agreement and Plan of Merger”) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with Section 251 (and, with respect to Merger Co., by the written consent of its sole stockholder in accordance with Section 228) of the General Corporation Law of the State of Delaware.

3.The name of the surviving corporation is Citation Corporation (the “Surviving Corporation”).

4.The Certificate of Incorporation of the Company as in effect immediately prior to the merger shall be the Certificate of Incorporation of the Surviving Corporation.

5.The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Corporation at 2 Office Park Circle, Suite 204, Birmingham, Alabama 35223.

6.A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any constituent corporation.

IN WITNESS WHEREOF, the Company has caused this certificate to be signed as of the 30th day of November, 1999.

CITATION CORPORATION
By:	/s/ Frederick F. Sommer
	Name: Frederick F. Sommer
	Office: President and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:54 PM 12/15/2003

FILED 04:54 PM 12/15/2003

SRV 030806485 - 2405136 FILE

CERTIFICATE OF MERGER

of

CITATION HOLDING MERGER SUB, INC.

with and into

CITATION CORPORATION

(Pursuant to Section 251 of the

General Corporation Law of the State of Delaware)

Citation Corporation, a Delaware corporation,

DOES HEREBY CERTIFY:

FIRST:That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
Citation Holding Merger Sub, Inc.	Delaware
Citation Corporation	Delaware

SECOND:That an agreement of merger (contained in an Agreement and Plan of Merger, dated as of December 15, 2003, by and among Citation Holding Company, a Delaware corporation, Citation Holding Merger Sub, Inc., a Delaware corporation and Citation Corporation, a Delaware corporation (the “Agreement and Plan of Merger”)) has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the General Corporation Law of the State of Delaware.

THIRD:That the name of the surviving corporation of the merger is Citation Corporation.

FOURTH:That, upon the effectiveness of the merger, in accordance with the provisions of the Agreement and Plan of Merger, the Certificate of Incorporation of the surviving corporation shall be amended and restated so as to read in its entirety in the form attached hereto as Exhibit A.

FIFTH:That the executed Agreement and Plan of Merger (containing the agreement of merger) is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SIXTH:That a copy of the Agreement and Plan of Merger (containing the agreement of merger) will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH:That the merger shall become effective immediately upon the filing of this certificate with the Secretary of State of the State of Delaware in accordance with Section 251 and Section 103 of the General Corporation Law of the State of Delaware.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, Citation Corporation has caused this Certificate of Merger to be executed in its corporate name on this 15th day of December, 2003.

CITATION CORPORATION
By:	/s/ Charles P. Bloome
Name:	Charles P. Bloome
Title:	Vice President

EXHIBIT A

[AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF THE SURVIVING CORPORATION]

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CITATION CORPORATION

Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware

Citation Corporation (the “Corporation”), incorporated on May 24, 1994 and organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

FIRST:The Board of Directors of the Corporation adopted a resolution proposing and declaring advisable that the Certificate of Incorporation of the Corporation be amended and restated to read in its entirety as set forth in paragraph FOURTH of this Amended and Restated Certificate of Incorporation.

SECOND:This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

THIRD:Pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation of the Corporation, the said Board of Directors on November 25, 1998 adopted resolutions creating a series of 300,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock,” the certificate of designations of which is attached hereto as Exhibit A and incorporated into this Amended and Restated Certificate of Incorporation in its entirety.

FOURTH:The Corporation hereby amends and restates its Certificate of Incorporation, in accordance with and pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, to read in its entirety (including Exhibit A hereto) as follows:

1.The name of the corporation is Citation Corporation (the “Corporation”).

2.The address of its registered office in the State of Delaware is 1209 Orange 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 nature of the business or purposes to be conducted or promoted is 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 of all classes of stock which the Corporation shall have the authority to issue is 35,000,000 shares, divided into 30,000,000 shares of Common Stock, par value $.01 per share (hereinafter referred to as the “Common Stock”) and 5,000,000 shares of preferred stock, par value $.01 per share (herein referred to as the “Preferred Stock”).

(A) Common Stock. The following powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Common Stock of the Corporation are fixed as follows:

(i)Voting Rights. With respect to all matters to be acted upon by the stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the stock transfer books of the Corporation, and all shares shall be voted on a non-cumulative basis.

(ii)Dividends. Dividends on shares of Common Stock shall be payable only out of earnings or assets of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(iii)Rights Upon Dissolution, Etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation available for distribution to the stockholders (whether from capital or surplus) shall be distributed among those of the respective series of the outstanding Preferred Stock, if any, as may be entitled to any preferential amounts and among the respective holders thereof in accordance with the relative rights and preferences, if any, fixed and determined for each such series and the holders thereof by resolution or resolutions of the Board of Directors providing for the issue of each such series of the Preferred Stock. After payment in full of the amounts payable in respect of the Preferred Stock, if any, the holders of the outstanding Common Stock shall be entitled (to the exclusion of the holders of any series of the outstanding Preferred Stock entitled to preferential treatment pursuant to resolutions of the Board of Directors providing for the issue thereof) to share ratably on a share-for-share basis as one class of capital stock in all the remaining assets of the Corporation available for distribution to its stockholders.

2

A merger, consolidation or reorganization of the Corporation with or into one or more corporations, or a sale, lease or other transfer of all or substantially all the assets of the Corporation, that does not result in the termination of the enterprise and distribution of the assets to stockholders, shall not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation within the meaning of this Section (4) notwithstanding the fact that the Corporation may cease to exist or may surrender its Certificate of Incorporation.

(B) Preferred Stock.

(1)The Preferred Stock may be issued in such one or more series as shall from time to time be created and authorized to be issued by the Board of Directors as hereinafter provided. The Board of Directors is hereby expressly authorized, by resolution or resolutions, from time to time adopted providing for the issuance of Preferred Stock, to divide the Preferred Stock into series and to fix and state, to the extent not fixed by the provisions hereinafter set forth, the designations, voting powers, if any, preferences and relative, participating, optional and other special rights of the shares of each series of the Preferred Stock, and the qualifications, limitations and restrictions thereof, including (but without limiting the generality of the foregoing) any of the following with respect to which the Board of Directors may make specific provisions:

(a)the distinctive name and any serial designation;

(b)the annual dividend rate or rates and the dividend payment dates;

(c)with respect to the declaration and payment of dividends upon each series of the Preferred Stock, whether such dividends are to be cumulative or non-cumulative, preferred, subordinate or equal to dividends declared and paid upon other series of the Preferred Stock or upon any other shares of stock of the Corporation, and the participating or other special rights, if any, of such dividends;

(d)the redemption provisions, if any, with respect to any series, and if any series is subject to redemption, the manner and time of redemption and the redemption price or prices;

(e)the amount or amounts of preferential or other payment to which any series is entitled over any other series or over the Common Stock on voluntary or involuntary dissolution, liquidation or winding-up;

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(f)any sinking fund or other retirement provisions and the extent to which the charges therefor are to have priority over the payment of dividends on or the making of sinking fund or other like retirement provisions for shares of any other series or for shares of the Common Stock;

(g)any conversion, exchange, purchase or other privileges to acquire shares of any other series of the Preferred Stock or the Common Stock;

(h)the number of shares of such series; and

(i)the voting rights, if any, of such series; provided, however, that the Board of Directors, in any resolutions creating any series of the Preferred Stock, may not establish the rights, preferences and powers of such series in a manner that establishes greater voting rights per share than the voting rights per share of the holders of the Common Stock.

Each share of each series of the Preferred Stock shall have the same relative rights and be identical in all respects with all other shares of the same series.

(2)Before the Corporation shall issue any shares of the Preferred Stock of any series authorized as hereinbefore provided, a certificate setting forth a copy of the resolution or resolutions with respect to such series adopted by the Board of Directors of the Corporation pursuant to the foregoing authority vested in the Board of Directors shall be made, filed and recorded in accordance with the General Corporation Law of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its Chairman of the Board, President or a Vice President and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary and such certificate shall be kept on file at the principal office of the Corporation in the State of Delaware and in such other place or places as the Board of Directors shall designate.

(3)Shares of any series of the Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, conversion or otherwise, may, as may be provided by resolution or resolutions of the Board of Directors and in accordance with the General Corporation Law of Delaware, be returned to the status of authorized but unissued Preferred Stock, undesignated as to series, or to the status of authorized but unissued Preferred Stock of the same series.

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(4)Unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue thereof or the General Corporation Law of Delaware, the number of authorized shares of any series of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution or resolutions of the Board of Directors, and the execution, filing and recording of a certificate, setting forth that such increase or decrease has been authorized by the Board of Directors, in accordance with the General Corporation Law of Delaware. In case the number of authorized shares of any such series of the Preferred Stock shall be decreased in accordance with the immediately preceding sentence, the shares representing such decrease shall, unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issuance thereof, resume the status of the authorized but unissued Preferred Stock, undesignated as to series.

5.The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Thomas A Ritchie	312 North 23rd Street
	Birmingham, Alabama 35203

6.The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

NAME	MAILING ADDRESS
T. Morris Hackney	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
Hugh G. Weeks	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
R. Conner Warren	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203

7.The Board of Directors is empowered to make, alter or repeal the bylaws of the Corporation.

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8.No holder of any share or shares of any class of stock of the Corporation shall have a preemptive right to subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized, including treasury shares, or for any securities convertible into or carrying any optional rights to purchase or subscribe for any shares of stock of any class of the Corporation now or hereafter authorized, provided, however, that no provision of this Certificate of Incorporation shall be deemed to deny the Board of Directors the right, in its discretion, to grant to the holders of the shares of any class of stock at any time outstanding the right to purchase or subscribe for shares of stock of any class or any other securities of the Corporation now or hereafter authorized at such prices and upon such other terms and conditions as the Board of Directors, in its discretion, may fix.

9.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 of 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 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.

10.The business and affairs of the Corporation shall be managed by the Board of Directors, and the election of directors need not be conducted by written ballot unless required by the by-laws of the Corporation.

11.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.

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12.A director of the Corporation, and any other person or persons who, pursuant to a provision of this Certificate of Incorporation in accordance with subsection (a) of Section 141 of the General Corporation Law of the State of Delaware, exercise or perform any of the powers or duties otherwise conferred or imposed upon the Board of Directors by the General Corporation Law of the State of Delaware (collectively hereinafter, a “director”), shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Section 12 by the stockholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

13.Each person who was or is made a party is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent or in any other capacity while serving as a director, officer, employee or (if serving for another corporation at the request of the Corporation agent), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, 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 said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection

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therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the paragraph below with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking to enforce rights to indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise.

If a claim under the foregoing paragraph of this Section is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. 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 action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation may maintain insurance, at its expense, to protect itself and any 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 of the State of Delaware.

14.In accordance with Section 251(g)(7) of the General Corporation Law of the State of Delaware as in effect on the date of filing of this Amended and Restated Certificate of Incorporation, any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation the approval of the stockholders of the Corporation shall require, in addition, the approval of the stockholders of Citation Holding Company (or any successor by merger) by the same vote as is required under the General Corporation Law of the State of Delaware and/or this Amended and Restated Certificate of Incorporation.

15.There shall be a series of 300,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock,” the certificate of designations of which is attached hereto as Exhibit A and incorporated into this Certificate of Incorporation in its entirety.

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IN WITNESS WHEREOF, Citation Corporation has caused this Amended and Restated Certificate of Incorporation of the Corporation to be signed by the undersigned this 15th day of December, 2003.

			CITATION CORPORATION
			By:	/s/ Charles P. Bloome
				Name:	Charles P. Bloome
				Title:	Vice President
ATTEST:
By:	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Assistant Secretary

Amended and Restated Certificate of Incorporation of Citation Corporation

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Exhibit A

Series A Junior Participating Preferred Stock

1.Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

2.Dividends and Distribution.

(A)Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on such quarterly dates as shall be determined by the Corporation’s Board of Directors in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 100. In the event the Corporation shall at any time after November 25, 1998: (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the

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Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C)Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof

3.Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(A)Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

(B)Except as required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

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4.Certain Restrictions.

(A)Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(ii)declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to such holders and holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

5.Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of

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Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.

6.Liquidation, Dissolution or Winding Up.

(A)Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of (1) Series A Junior Participating Preferred Stock and (2) Common Stock, respectively, (a) holders of Series A Junior Participating Preferred Stock and (b) holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to (x) the Series A Junior Participating Preferred Stock and (y) the Common Stock, on a per share basis, respectively.

(B)In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C)Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into

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or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

7.Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

8.No Redemption. Shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by the Company.

9.Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

10.Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

11.Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

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State of Delaware

Secretary of State

Division of Corporations

Delivered 04:54 PM 12/15/2003

FILED 04:54 PM 12/15/2003

SRV 030806491 - 2405136 FILE

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITATION CORPORATION

Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware

Citation Corporation (the “Corporation”), incorporated on May 24, 1994 and organized and existing under the General Corporation Law of the State of Delaware, does hereby certify that:

FIRST:The Board of Directors of the Corporation adopted a resolution proposing and declaring advisable that the Certificate of Incorporation of the Corporation be amended and restated to read in its entirety as set forth in paragraph FOURTH of this Amended and Restated Certificate of Incorporation.

SECOND:This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

THIRD:Pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation of the Corporation, the said Board of Directors on November 25, 1998 adopted resolutions creating a series of 300,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock,” the certificate of designations of which is attached hereto as Exhibit A and incorporated into this Amended and Restated Certificate of Incorporation in its entirety.

FOURTH:The Corporation hereby amends and restates its Certificate of Incorporation, in accordance with and pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, to read in its entirety (including Exhibit A hereto) as follows:

1.The name of the corporation is Citation Corporation (the “Corporation”).

2.The address of its registered office in the State of Delaware is 1209 Orange 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 nature of the business or purposes to be conducted or promoted is 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 of all classes of stock which the Corporation shall have the authority to issue is 35,000,000 shares, divided into 30,000,000 shares of Common Stock, par value $.01 per share (hereinafter referred to as the “Common Stock”) and 5,000,000 shares of preferred stock, par value $.01 per share (herein referred to as the “Preferred Stock”).

(A) Common Stock. The following powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Common Stock of the Corporation are fixed as follows:

(i)Voting Rights. With respect to all matters to be acted upon by the stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the stock transfer books of the Corporation, and all shares shall be voted on a non-cumulative basis.

(ii)Dividends. Dividends on shares of Common Stock shall be payable only out of earnings or assets of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(iii)Rights Upon Dissolution, Etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation available for distribution to the stockholders (whether from capital or surplus) shall be distributed among those of the respective series of the outstanding Preferred Stock, if any, as may be entitled to any preferential amounts and among the respective holders thereof in accordance with the relative rights and preferences, if any, fixed and determined for each such series and the holders thereof by resolution or resolutions of the Board of Directors providing for the issue of each such series of the Preferred Stock. After payment in full of the amounts payable in respect of the Preferred Stock, if any, the holders of the outstanding Common Stock shall be entitled (to the exclusion of the holders of any series of the outstanding Preferred Stock entitled to preferential treatment pursuant to resolutions of the Board of Directors providing for the issue thereof) to share ratably on a share-for-share basis as one class of capital stock in all the remaining assets of the Corporation available for distribution to its stockholders.

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A merger, consolidation or reorganization of the Corporation with or into one or more corporations, or a sale, lease or other transfer of all or substantially all the assets of the Corporation, that does not result in the termination of the enterprise and distribution of the assets to stockholders, shall not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation within the meaning of this Section (4) notwithstanding the fact that the Corporation may cease to exist or may surrender its Certificate of Incorporation.

(B) Preferred Stock.

(1)The Preferred Stock may be issued in such one or more series as shall from time to time be created and authorized to be issued by the Board of Directors as hereinafter provided. The Board of Directors is hereby expressly authorized, by resolution or resolutions, from time to time adopted providing for the issuance of Preferred Stock, to divide the Preferred Stock into series and to fix and state, to the extent not fixed by the provisions hereinafter set forth, the designations, voting powers, if any, preferences and relative, participating, optional and other special rights of the shares of each series of the Preferred Stock, and the qualifications, limitations and restrictions thereof, including (but without limiting the generality of the foregoing) any of the following with respect to which the Board of Directors may make specific provisions:

(a)the distinctive name and any serial designation;

(b)the annual dividend rate or rates and the dividend payment dates;

(c)with respect to the declaration and payment of dividends upon each series of the Preferred Stock, whether such dividends are to be cumulative or non-cumulative, preferred, subordinate or equal to dividends declared and paid upon other series of the Preferred Stock or upon any other shares of stock of the Corporation, and the participating or other special rights, if any, of such dividends;

(d)the redemption provisions, if any, with respect to any series, and if any series is subject to redemption, the manner and time of redemption and the redemption price or prices;

(e)the amount or amounts of preferential or other payment to which any series is entitled over any other series or over the Common Stock on voluntary or involuntary dissolution, liquidation or winding-up;

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(f)any sinking fund or other retirement provisions and the extent to which the charges therefor are to have priority over the payment of dividends on or the making of sinking fund or other like retirement provisions for shares of any other series or for shares of the Common Stock;

(g)any conversion, exchange, purchase or other privileges to acquire shares of any other series of the Preferred Stock or the Common Stock;

(h)the number of shares of such series, and

(i)the voting rights, if any, of such series; provided, however, that the Board of Directors, in any resolutions creating any series of the Preferred Stock, may not establish the rights, preferences and powers of such series in a manner that establishes greater voting rights per share than the voting rights per share of the holders of the Common Stock.

Each share of each series of the Preferred Stock shall have the same relative rights and be identical in all respects with all other shares of the same series.

(2)Before the Corporation shall issue any shares of the Preferred Stock of any series authorized as hereinbefore provided, a certificate setting forth a copy of the resolution or resolutions with respect to such series adopted by the Board of Directors of the Corporation pursuant to the foregoing authority vested in the Board of Directors shall be made, filed and recorded in accordance with the General Corporation Law of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its Chairman of the Board, President or a Vice President and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary and such certificate shall be kept on file at the principal office of the Corporation in the State of Delaware and in such other place or places as the Board of Directors shall designate.

(3)Shares of any series of the Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, conversion or otherwise, may, as may be provided by resolution or resolutions of the Board of Directors and in accordance with the General Corporation Law of Delaware, be returned to the status of authorized but unissued Preferred Stock, undesignated as to series, or to the status of authorized but unissued Preferred Stock of the same series.

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(4)Unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issue thereof or the General Corporation Law of Delaware, the number of authorized shares of any series of the Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by resolution or resolutions of the Board of Directors, and the execution, filing and recording of a certificate, setting forth that such increase or decrease has been authorized by the Board of Directors, in accordance with the General Corporation Law of Delaware. In case the number of authorized shares of any such series of the Preferred Stock shall be decreased in accordance with the immediately preceding sentence, the shares representing such decrease shall, unless otherwise provided in the resolution or resolutions of the Board of Directors providing for the issuance thereof, resume the status of the authorized but unissued Preferred Stock, undesignated as to series.

5.The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
Thomas A. Ritchie	312 North 23rd Street Birmingham, Alabama 35203

6.The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

NAME	MAILING ADDRESS
T. Morris Hackney	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
Hugh G. Weeks	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203
R. Conner Warren	#2 Office Park Circle, Suite 204 Birmingham, Alabama 35203

7.The Board of Directors is empowered to make, alter or repeal the by-laws of the Corporation.

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8.No holder of any share or shares of any class of stock of the Corporation shall have a preemptive right to subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized, including treasury shares, or for any securities convertible into or carrying any optional rights to purchase or subscribe for any shares of stock of any class of the Corporation now or hereafter authorized, provided, however, that no provision of this Certificate of Incorporation shall be deemed to deny the Board of Directors the right, in its discretion, to grant to the holders of the shares of any class of stock at any time outstanding the right to purchase or subscribe for shares of stock of any class or any other securities of the Corporation now or hereafter authorized at such prices and upon such other terms and conditions as the Board of Directors, in its discretion, may fix.

9.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 of 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 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.

10.The business and affairs of the Corporation shall be managed by the Board of Directors, and the election of directors need not be conducted by written ballot unless required by the by-laws of the Corporation.

11.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.

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12.A director of the Corporation, and any other person or persons who, pursuant to a provision of this Certificate of Incorporation in accordance with subsection (a) of Section 141 of the General Corporation Law of the State of Delaware, exercise or perform any of the powers or duties otherwise conferred or imposed upon the Board of Directors by the General Corporation Law of the State of Delaware (collectively hereinafter, a “director”), shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Section 12 by the stockholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

13.Each person who was or is made a party is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent or in any other capacity while serving as a director, officer, employee or (if serving for another corporation at the request of the Corporation agent), shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, 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 said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection

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therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the paragraph below with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking to enforce rights to indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise.

If a claim under the foregoing paragraph of this Section is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. 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 action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation may maintain insurance, at its expense, to protect itself and any 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 of the State of Delaware.

14.In accordance with Section 251(g)(7) of the General Corporation Law of the State of Delaware as in effect on the date of filing of this Amended and Restated Certificate of Incorporation, any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the General Corporation Law of the State of Delaware or this Certificate of Incorporation the approval of the stockholders of the Corporation shall require, in addition, the approval of the stockholders of Citation Holding Company (or any successor by merger) by the same vote as is required under the General Corporation Law of the State of Delaware and/or this Amended and Restated Certificate of Incorporation.

15.There shall be a series of 300,000 shares of Preferred Stock designated as “Series A Junior Participating Preferred Stock,” the certificate of designations of which is attached hereto as Exhibit A and incorporated into this Certificate of Incorporation in its entirety.

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IN WITNESS WHEREOF, Citation Corporation has caused this Amended and Restated Certificate of Incorporation of the Corporation to be signed by the undersigned this 15th day of December, 2003.

			CITATION CORPORATION
			By:	/s/ Charles P. Bloome
				Name:	Charles P. Bloome
				Title:	Vice President
ATTEST:
By :	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Assistant Secretary

Amended and Restated Certificate of Incorporation of Citation Corporation

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Exhibit A

Series A Junior Participating Preferred Stock

1.Designation and Amount. There shall be a series of Preferred Stock that shall be designated as “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 300,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of Series A Junior Participating Preferred Stock to less than the number of shares then issued and outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation.

2.Dividends and Distribution.

(A)Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on such quarterly dates as shall be determined by the Corporation’s Board of Directors in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. The “Adjustment Number” shall initially be 100. In the event the Corporation shall at any time after November 25, 1998: (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the

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Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(B)The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock).

(C)Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Junior Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Junior Participating Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Junior Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Junior Participating Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 30 days prior to the date fixed for the payment thereof

3.Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting rights:

(A)Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to a number of votes equal to the Adjustment Number on all matters submitted to a vote of the stockholders of the Corporation.

(B)Except as required by law, holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

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4.Certain Restrictions.

(A)Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Participating Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Junior Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(i)declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock;

(ii)declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or

(iii)purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Junior Participating Preferred Stock, or to such holders and holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(B)The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

5.Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of

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Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.

6.Liquidation, Dissolution or Winding Up.

(A)Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $100.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number. Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of (1) Series A Junior Participating Preferred Stock and (2) Common Stock, respectively, (a) holders of Series A Junior Participating Preferred Stock and (b) holders of shares of Common Stock shall, subject to the prior rights of all other series of Preferred Stock, if any, ranking prior thereto, receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to I with respect to (x) the Series A Junior Participating Preferred Stock and (y) the Common Stock, on a per share basis, respectively.

(B)In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, that rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.

(C)Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into

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or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 6.

7.Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Adjustment Number times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged.

8.No Redemption. Shares of Series A Junior Participating Preferred Stock shall not be subject to redemption by the Company.

9.Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.

10.Amendment. At any time that any shares of Series A Junior Participating Preferred Stock are outstanding, the Certificate of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.

11.Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share that shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.

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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITATION CORPORATION

Citation Corporation, a Delaware corporation (the “Corporation”) hereby certifies as follows:

1.The name of the corporation is Citation Corporation. The date of the filing of its original Certificate of Incorporation with the Secretary of State was May 24, 1994.

2.On September 18, 2004, the Corporation and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the ‘Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama, Southern Division (the “Bankruptcy Court”) (Case No. 04-08130). This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 245 and 303 of the Delaware General Corporation Law (the “DGCL”) pursuant to the authority granted to the Corporation under Section 303 of the DGCL to put into effect and carry out the Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Citation Corporation, et al. (the “Plan”), as confirmed on May 18, 2005 by order (the “Order”) of the Bankruptcy Court. Provision for making of this Amended and Restated Certificate of Incorporation is contained in the Order of the Bankruptcy Court having jurisdiction under the Bankruptcy Code for the formation of the Corporation.

3.The text of the Certificate of Incorporation of the Corporation as hereby and heretofore amended is restated to read as set forth herein in full:

FIRST: The name of the Corporation is Citation Corporation.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange 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 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 all classes of stock which the Corporation shall have the authority to issue is 1,575,000 shares, divided into 1,500,000 shares of common stock, par value $0.01 per share (hereinafter referred to as the “Common Stock”) and 75,000 shares of preferred stock, par value $0.01 per share (herein referred to as the “Preferred Stock”).

A.Common Stock. The following powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Common Stock of the Corporation are fixed as follows:

State of Delaware
Secretary of State
Division of Corporations
Delivered 01:35 PM 05/23/2005
FILED 12:54 PM 05/23/2005
SRV 050422903 - 2405136 FILE

(1)Voting Rights. With respect to all matters to be acted upon by the stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the stock transfer books of the Corporation, and all shares shall be voted on a non-cumulative basis.

(2)Dividends. Dividends on shares of Common Stock shall be payable only out of funds of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(3)Rights Upon Dissolution, Etc. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation available for distribution to the stockholders (whether from capital or surplus) shall be distributed among those of the respective series of the outstanding Preferred Stock, if any, as may be entitled to any preferential amounts and among the respective holders thereof in accordance with the relative rights and preferences, if any, fixed and determined for each such series and the holders thereof by resolution or resolutions of the Board of Directors providing for the issue of each such series of the Preferred Stock. After payment in full of the amounts payable in respect of the Preferred Stock, if any, the holders of the outstanding Common Stock shall be entitled (to the exclusion of the holders of any series of the outstanding Preferred Stock entitled to preferential treatment pursuant to resolutions of the Board of Directors providing for the issue thereof) to share ratably on a share-for-share basis as one class of capital stock in all the remaining assets of the Corporation available for distribution to its stockholders.

A merger, consolidation or reorganization of the Corporation with or into one or more corporations, or a sale, lease or other transfer of all or substantially all the assets of the Corporation, that does not result in the termination of the enterprise and distribution of the assets to stockholders, shall not be deemed to constitute a liquidation, dissolution or winding-up of the Corporation within the meaning of this section notwithstanding the fact that the Corporation may cease to exist or may surrender its Certificate of Incorporation.

B.Preferred Stock.

(1)The Preferred Stock may be issued in such one or more series as shall from time to time be created and authorized to be issued by the Board of Directors as hereinafter provided. Subject to any provision set forth in the Certificate of Designations, Preferences and Rights (or similar document authorizing a series of Preferred Stock) requiring consent of a series of Preferred Stock, the Board of Directors is hereby expressly authorized, by resolution or resolutions, from time to time adopted providing for the issuance of Preferred Stock, to divide the Preferred Stock into series and to fix and state, to the extent not fixed by the provisions hereinafter set forth, the designations, voting powers, if any, preferences and relative, participating, optional and other special rights of the shares of each series of the Preferred Stock, and the qualifications, limitations and restrictions thereof, including (but without limiting the generality of the foregoing) any of the following with respect to which the Board of Directors may make specific provisions:

(a)the distinctive name and any serial designation;

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(b)the annual dividend rate or rates and the dividend payment dates;

(c)with respect to the declaration and payment of dividends upon each series of the Preferred Stock, whether such dividends are to be cumulative or non-cumulative, preferred, subordinate or equal to dividends declared and paid upon other series of the Preferred Stock or upon any other shares of stock of the Corporation, and the participating or other special rights, if any, of such dividends;

(d)the redemption provisions, if any, with respect to any series, and if any series is subject to redemption, the manner and time of redemption and the redemption price or prices;

(e)the amount or amounts of preferential or other payment to which any series is entitled over any other series or over the Common Stock on voluntary or involuntary dissolution, liquidation or winding-up;

(f)any sinking fund or other retirement provisions and the extent to which the charges therefor are to have priority over the payment of dividends on or the making of sinking fund or other like retirement provisions for shares of any other series or for shares of the Common Stock;

(g)any conversion, exchange, purchase or other privileges to acquire shares of any other series of the Preferred Stock or the Common Stock;

(h)the number of shares of such series;

(i)the voting rights, if any, of such series; provided, however, that the Board of Directors, in any resolutions creating any series of the Preferred Stock, may not establish the rights, preferences and powers of such series in a manner that establishes greater voting rights per share than the voting rights per share of the holders of the Common Stock;

(j)any other powers, preferences, and relative, participating, optional or other special rights of the shares of such class or series, and the qualifications, limitations or restrictions thereof, to the full extent now or hereafter permitted by law and not inconsistent with the provisions hereof.

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Each share of each series of the Preferred Stock shall have the same relative rights and be identical in all respects with all other shares of the same series.

(2)Before the Corporation shall issue any shares of the Preferred Stock of any series authorized as hereinbefore provided, a certificate setting forth a copy of the resolution or resolutions with respect to such series adopted by the Board of Directors of the Corporation pursuant to the foregoing authority vested in the Board of Directors shall be made, filed and recorded in accordance with the General Corporation Law of Delaware, or, if no certificate is then so required, such certificate shall be signed and acknowledged on behalf of the Corporation by its Chairman of the Board, President or a Vice President and its corporate seal shall be affixed thereto and attested by its Secretary or an Assistant Secretary and such certificate shall be kept on file at the principal office of the Corporation in the State of Delaware and in such other place or places as the Board of Directors shall designate.

(3)Shares of any series of the Preferred Stock which shall be issued and thereafter acquired by the Corporation through purchase, redemption, conversion or otherwise, may, as may be provided by resolution or resolutions of the Board of Directors and in accordance with the General Corporation Law of Delaware, be returned to the status of authorized but unissued Preferred Stock, undesignated as to series, or to the status of authorized but unissued Preferred Stock of the same series.

C.Non-Voting Equity Securities. To the extent prohibited by Section 1123 of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities; provided, however, that the foregoing (i) will have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (ii) will have such force and effect, if any, only for so long as such Section 1123 is in effect and applicable to the Corporation, and (iii) may be amended or eliminated in accordance with applicable law as from time to time in effect.

FIFTH:Subject to any provision set forth in the Certificate of Designations, Preferences and Rights (or similar document authorizing a series of Preferred Stock) requiring consent of a series of Preferred Stock, the Board of Directors is empowered to make, alter or repeal the bylaws of the Corporation.

SIXTH:No holder of any share or shares of any class of stock of the Corporation shall have a preemptive right to subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized, including treasury shares, or for any securities convertible into or carrying any optional rights to purchase or subscribe for any shares of stock of any class of the Corporation now or hereafter authorized, provided, however, that no provision of this Certificate of Incorporation shall be deemed to deny the Board of Directors the right, in its discretion, to grant to the holders of the shares of any class of stock at any time outstanding the right to purchase or subscribe for shares of stock of any class or any other securities of the Corporation now or hereafter authorized at such prices and upon such other terms and conditions as the Board of Directors, in its discretion, may fix.

SEVENTH: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

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Delaware may, on the application in a summary way of this Corporation or of 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 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.

EIGHTH:The business and affairs of the Corporation shall be managed by the Board of Directors, and the election of directors need not be conducted by written ballot unless required by the bylaws of the Corporation.

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, other than those rights conferred herein to the holders of Preferred Stock, are granted subject to this reservation.

TENTH:A director of the Corporation, and any other parson or persons who, pursuant to a provision of this Certificate of Incorporation in accordance with subsection (a) of Section 141 of the General Corporation Law of the State of Delaware, exercise or perform any of the powers or duties otherwise conferred or imposed upon the Board of Directors by the General Corporation Law of the State of Delaware (collectively hereinafter, a “director”), shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Section TENTH by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

B.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 (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or

5

employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent or in any other capacity while serving as a director, officer, employee or (if serving for another corporation at the request of the Corporation agent), 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 rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the paragraph below with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking to enforce rights to indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of (a) an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise and (b) such individual furnishes to the Corporation a written affirmation of such individual’s good faith belief that such individual’s conduct does not constitute behavior of the kind that may not be indemnified under this Section TENTH.

C.If a claim under the foregoing paragraph of this Section is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. 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 action that indemnification of the claimant is proper in the circumstances because he or she has

6

met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

D.The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

E.The Corporation may maintain insurance, at its expense, to protect itself and any 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 Delaware General Corporation Law.

7

IN WITNESS WHEREOF, the undersigned has duly executed this Amended and Restated Certificate of Incorporation of Citation Corporation this 23 day of May, 2005.

CITATION CORPORATION
By:	/s/ Charles P Bloome
	Authorized Officer
	Charles P Bloome

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:06 PM 06/30/2005

SRV 050549287 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION GRAND RAPIDS, LLC
(a Delaware limited liability company)
INTO
CITATION CORPORATION
(a Delaware corporation)

Pursuant to the provisions of Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation submits the following Certificate of Merger:

FIRST:The names and states of domicile of each of the business entities which are merging are as follows:

Name of Business Entity	State of Domicile
Citation Grand Rapids, LLC	Delaware
Citation Corporation	Delaware

SECOND:An agreement of merger (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:The name of the surviving corporation is Citation Corporation.

FOURTH:The merger is to become effective on July 1, 2005.

FIFTH:The executed Agreement of Merger is on file at the following place of business of Citation Corporation: 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SIXTH:A copy of the Agreement of Merger will be furnished by Citation Corporation on request, without cost, to any stockholder of Citation Corporation or to any member of Citation Grand Rapids, LLC.

SEVENTH:The Certificate of Incorporation, as amended, of Citation Corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Vice President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:07 PM 06/30/2005

SRV 050549325 - 2405136 FILE

CERTIFICATE OF MERGER
OF
ITM HOLDING CO., LLC
(a Delaware limited liability company)
INTO
CITATION CORPORATION
(a Delaware corporation)

Pursuant to the provisions of Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation submits the following Certificate of Merger:

FIRST:The names and states of domicile of each of the business entities which are merging are as follows:

Name of Business Entity	State of Domicile
ITM Holding Co., LLC	Delaware
Citation Corporation	Delaware

SECOND:An agreement of merger (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:The name of the surviving corporation is Citation Corporation.

FOURTH:The merger is to become effective on July 1, 2005.

FIFTH:The executed Agreement of Merger is on file at the following place of business of Citation Corporation: 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SIXTH:A copy of the Agreement of Merger will be furnished by Citation Corporation on request, without cost, to any stockholder of Citation Corporation or to any member of ITM Holding Co., LLC.

SEVENTH:The Certificate of Incorporation, as amended, of Citation Corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Vice President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:08 PM 06/30/2005

SRV 050549335 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION MICHIGAN, LLC
(a Delaware limited liability company)
INTO
CITATION CORPORATION
(a Delaware corporation)

Pursuant to the provisions of Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation submits the following Certificate of Merger:

FIRST: The names and states of domicile of each of the business entities which are merging are as follows:

Name of Business Entity	State of Domicile
Citation Michigan, LLC	Delaware
Citation Corporation	Delaware

SECOND:An agreement of merger (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:The name of the surviving corporation is Citation Corporation.

FOURTH:The merger is to become effective on July 1, 2005.

FIFTH:The executed Agreement of Merger is on file at the following place of business of Citation Corporation: 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SIXTH:A copy of the Agreement of Merger will be furnished by Citation Corporation on request, without cost, to any stockholder of Citation Corporation or to any member of Citation Michigan, LLC.

SEVENTH:The Certificate of Incorporation, as amended, of Citation Corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Vice President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:09 PM 06/30/2005

SRV 050549343 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION LAKE ZURICH, LLC
(a Delaware limited liability company)
INTO
CITATION CORPORATION
(a Delaware corporation)

Pursuant to the provisions of Title 8, Section 264(c) of the Delaware General Corporation Law and Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned corporation submits the following Certificate of Merger:

FIRST: The names and states of domicile of each of the business entities which are merging are as follows:

Name of Business Entity	State of Domicile
Citation Lake Zurich, LLC	Delaware
Citation Corporation	Delaware

SECOND:An agreement of merger (the “Agreement of Merger”) has been approved, adopted, certified, executed and acknowledged by the surviving corporation and the merging limited liability company.

THIRD:The name of the surviving corporation is Citation Corporation.

FOURTH:The merger is to become effective on July 1, 2005.

FIFTH:The executed Agreement of Merger is on file at the following place of business of Citation Corporation: 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SIXTH:A copy of the Agreement of Merger will be furnished by Citation Corporation on request, without cost, to any stockholder of Citation Corporation or to any member of Citation Lake Zurich, LLC.

SEVENTH:The Certificate of Incorporation, as amended, of Citation Corporation shall be its Certificate of Incorporation.

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
	Name:	Geoffrey A. Bell
	Title:	Vice President

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:10 PM 06/30/2005

SRV 050549346 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION WISCONSIN, LLC
(a Wisconsin limited liability company)

INTO

CITATION CORPORATION
(a Delaware corporation)

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation does hereby certify:

FIRST:The name of the surviving corporation is Citation Corporation, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is Citation Wisconsin, LLC, a Wisconsin limited liability company.

SECOND:That an Agreement of Merger and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by Citation Corporation and Citation Wisconsin, LLC.

THIRD: That the name of the surviving corporation of the merger is Citation Corporation, a Delaware corporation.

FOURTH:That the Certificate of Incorporation, as amended, of Citation Corporation, a Delaware corporation, which is the surviving corporation, shall be its certificate of incorporation after the merger.

FIFTH:The merger is to become effective on July 1, 2005.

SIXTH:That the executed Agreement of Merger and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SEVENTH:That a copy of the Agreement of Merger and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

[Signature On Following Page.]

2

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
Name:		Geoffrey A. Bell
Title:		Vice President

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:11 PM 06/30/2005

SRV 050549354 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION ALUMINUM, LLC
(an Alabama limited liability company)

INTO

CITATION CORPORATION
(a Delaware corporation)

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation does hereby certify:

FIRST:The name of the surviving corporation is Citation Corporation, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is Citation Aluminum, LLC, an Alabama limited liability company.

SECOND:That an Agreement of Merger and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by Citation Corporation and Citation Aluminum, LLC.

THIRD:That the name of the surviving corporation of the merger is Citation Corporation, a Delaware corporation.

FOURTH:That the Certificate of Incorporation, as amended, of Citation Corporation, a Delaware corporation, which is the surviving corporation, shall be its certificate of incorporation after the merger.

FIFTH:The merger is to become effective on July 1, 2005.

SIXTH:That the executed Agreement of Merger and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SEVENTH:That a copy of the Agreement of Merger and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

[Signature On Following Page.]

2

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
Name:	Geoffrey A. Bell
Title:	Vice President

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:06 PM 06/30/2005

FILED 08:12 PM 06/30/2005

SRV 050549360 - 2405136 FILE

CERTIFICATE OF MERGER
OF
CITATION CASTINGS, LLC
(an Alabama limited liability company)

INTO

CITATION CORPORATION
(a Delaware corporation)

Pursuant to Title 8, Section 264(c) of the Delaware General Corporation Law, the undersigned corporation does hereby certify:

FIRST:The name of the surviving corporation is Citation Corporation, a Delaware Corporation, and the name of the limited liability company being merged into this surviving corporation is Citation Castings, LLC, an Alabama limited liability company.

SECOND:That an Agreement of Merger and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by Citation Corporation and Citation Castings, LLC.

THIRD:That the name of the surviving corporation of the merger is Citation Corporation, a Delaware corporation.

FOURTH:That the Certificate of Incorporation, as amended, of Citation Corporation, a Delaware corporation, which is the surviving corporation, shall be its certificate of incorporation after the merger.

FIFTH:The merger is to become effective on July 1, 2005.

SIXTH:That the executed Agreement of Merger and Plan of Merger is on file at the principal place of business of the surviving corporation, the address of which is 2700 Corporate Drive, Suite 100, Birmingham, Alabama 35242.

SEVENTH:That a copy of the Agreement of Merger and Plan of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation or member of any constituent limited liability company.

[Signature On Following Page.]

2

IN WITNESS WHEREOF, the undersigned corporation has caused this certificate to be signed by an authorized officer, the 29th day of June, 2005.

CITATION CORPORATION
By:	/s/ Geoffrey A. Bell
Name:	Geoffrey A. Bell
Title:	Vice President

3

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:57 PM 11/16/2006

FILED 02:48 PM 11/16/2006

SRV 061052325 - 2405136 FILE

CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RIGHTS OF SERIES A PREFERRED STOCK

of

Citation Corporation

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

The undersigned, Charles P. Bloome, Vice President and Secretary of Citation Corporation, a Delaware corporation (hereinafter called the “Corporation”), pursuant to the provisions of Sections 103, 151 and 303 of the General Corporation Law of the State of Delaware, hereby makes this Certificate of Designations and hereby states and certifies that pursuant to its authority expressly vested in the Board of Directors of the Corporation by its Certificate of Incorporation, the Board of Directors duly adopted the following resolutions:

RESOLVED, that, pursuant to Article Fourth of the Corporation’s Amended and Restated Certificate of Incorporation, (which authorizes 75,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), the Board of Directors hereby fixes the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions, of a series of Preferred Stock.

RESOLVED, that each share of such series of Preferred Stock shall rank equally in all respects and shall be subject to the following provisions:

1.Number and Designation. 75,000 shares of the Preferred Stock of the Corporation shall be designated as Series A Preferred Stock (“Series A Preferred Stock”).

2.Rank. The Series A Preferred Stock shall, with respect to dividend rights, rights to redemption payments and rights on liquidation, dissolution and winding-up, rank prior to all other classes or series of equity securities of the Corporation, including the Corporation’s common stock, par value $0.01 per share (“Common Stock”) other than (i) senior equity securities the entire proceeds of which are used to repay principal, interest or other amounts outstanding under the Amended and Restated Credit Agreement dated as of May 23, 2005 among Citation Corporation, the financial institutions from time to time party thereto, and JPMorgan Chase Bank, N.A., as Issuing Bank, Administrative Agent and Collateral Agent (as the same may be amended or amended and restated, the “Restated Credit Agreement”) and (ii) senior equity securities approved by the holders of at least 51% of the outstanding shares of Series A Preferred Stock. All equity securities of the Corporation to which the Series A Preferred Stock ranks prior (whether with respect to dividends, redemption payments or upon liquidation, dissolution, winding-up or otherwise), including

the Common Stock, are collectively the “Junior Securities.” All equity securities of the Corporation with which the Series A Preferred Stock ranks on a parity (whether with respect to dividends, redemption payments or upon liquidation, dissolution, winding-up or otherwise) are collectively the “Parity Securities.” The respective definitions of Junior Securities and Parity Securities shall also include any rights or options exercisable for, convertible into or exchangeable for any of the Junior Securities and Parity Securities, as the case may be. The Series A Preferred Stock shall be subject to the creation of Junior Securities and Parity Securities.

3.Dividends. (a) Each holder of Series A Preferred Stock shall be entitled to receive, out of funds legally available for the payment of dividends, dividends on each share of Series A Preferred Stock which shall be payable as follows:

(i)prior to the date (the “Cash Pay Date”) that is the earlier of (w) May 23, 2015, (x) any date when the Corporation shall be required but fail to redeem all outstanding shares of Series A Preferred Stock pursuant to Section 5(b), (y) any date of payment of cash dividends on any Parity Securities, dividends shall be payable in cash (except as provided in Section 3(b)), at the annual rate of 10% multiplied by the Initial Liquidation Preference (as defined in Section 9) and (z) any date when the Corporation allows, permits or performs any of the actions specified in Section 7(c) without the approval of the holders of the Series A Preferred Stock required by Section 7(c) for each such action; and

(ii)on and after the Cash Pay Date, dividends shall be payable in cash at the annual rate of 10% multiplied by the Liquidation Preference (as defined in Section 4) on the applicable Dividend Payment Date (as defined below);

in each case, whether or not earned or declared. Such dividends shall accrue and be payable in cash (except as provided in Section 3(b)) semi-annually in arrears on November 23rd and May 23rd of each year (unless such day is not a business day, in which event on the next succeeding business day) (each such date being a “Dividend Payment Date” and each such semi-annual period being a “Dividend Period”). Such dividends shall be cumulative from the date of issue, whether or not funds of the Corporation are legally available for the payment of such dividends. Each such dividend shall be payable to the holders of record of shares of the Series A Preferred Stock as they appear on the Corporation’s stock register at the close of business on a record date for such dividend, which record date shall be not more than 60 days or less than 10 days prior to the applicable Dividend Payment Date, as shall be fixed by the Board of Directors. Accrued and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such

2

date, not more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors.

(b)Prior to the Cash Pay Date, the Corporation may, at its option, by declaration of the Board of Directors, elect not to pay the dividends payable on any Dividend Payment Date in cash, in which case such dividends shall not be payable in cash and instead shall increase the Liquidation Preference for each share of Series A Preferred Stock on such Dividend Payment Date. On and after the Cash Pay Date, all dividends on Series A Preferred Stock shall be payable in cash only out of funds legally available for the payment of dividends.

(c)The amount of dividends payable on the Series A Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by two. The amount of dividends payable on the Series A Preferred Stock for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, shall be computed on the basis of 30-day months and a 12-month year. Holders of Series A Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Series A Preferred Stock. Except as provided in Section 3(a), no interest or sum of money in lieu of interest shall be payable in respect of any dividend payment on the Series A Preferred Stock that may be in arrears.

(d)So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, and shall cause its subsidiaries not to directly or indirectly, declare, pay or set apart for payment any dividends or other distributions on Parity Securities, for any period unless full cumulative dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the Series A Preferred Stock for all Dividend Periods terminating on or before the date of payment of the dividend on such Parity Securities (including any such dividends that the Corporation shall have elected not to pay in cash pursuant to Section 3(b)). If dividends are not paid in full or a sum sufficient for such payment is not set apart, all dividends declared upon shares of the Series A Preferred Stock and all dividends declared upon any other Parity Securities shall be declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Series A Preferred Stock (including any such dividends that the Corporation shall have elected not to pay in cash pursuant to Section 3(b)) and accumulated and unpaid on such Parity Securities.

(e)So long as any shares of the Series A Preferred Stock are outstanding, the Corporation shall not, and shall cause its subsidiaries not to, directly or indirectly, declare, pay or set apart for payment any dividends or other distributions on Junior Securities (other than dividends

3

or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, Junior Securities) or redeem or otherwise acquire any Junior Securities (other than a redemption or acquisition of shares of Common Stock made for purposes of an employee incentive or benefit plan of the Corporation or any subsidiary of the Corporation) (all such dividends, distributions, redemptions or acquisitions being a “Junior Securities Distribution”) for any consideration (including any moneys to be paid to or made available for a sinking fund for the redemption of any shares of any such stock), except by conversion into or exchange for Junior Securities.

4.Liquidation Preference. (a) Upon a Liquidation Event (as defined below), before any payment or distribution of the Corporation’s assets (whether capital or surplus) shall be made to or set apart for the holders of Junior Securities, each holder of Series A Preferred Stock shall be entitled to receive, for each share of Series A Preferred Stock, the sum of the Initial Liquidation Preference plus all dividends accrued but not paid in cash (the “Liquidation Preference”) to the date of final payment to such holders. If, upon a Liquidation Event, the Corporation’s assets, or proceeds thereof, distributable among the holders of Series A Preferred Stock are insufficient to pay in full the Liquidation Preference for all outstanding shares of Series A Preferred Stock and the aggregate liquidation preference payable on all outstanding Parity Securities, then such assets, or the proceeds thereof, shall be distributed among the holders of Series A Preferred Stock and any other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series A Preferred Stock and any other Parity Securities if all amounts payable thereon were paid in full. “Liquidation Event” means a (i) liquidation, dissolution, winding up, commencement of bankruptcy, insolvency, liquidation or similar proceedings of the Corporation whether voluntary or involuntary, (ii) a sale or transfer of all or substantially all of the assets of the Corporation, or (iii) a merger, consolidation or other business combination involving the Corporation with or into one or more other entities in which, as a result of such merger, consolidation or other business combination, the holders of Common Stock of the Corporation immediately before such merger, consolidation or combination possess (by reason of such holdings) less than 50% of the voting power of the corporation surviving such merger, consolidation or combination (or other corporation which is the issuer of the capital stock into which the capital stock of the Corporation is converted or exchanged in such merger, consolidation or combination).

(b)Subject to the rights of the holders of any Parity Securities, after payment of the Liquidation Preference has been made in full to the holders of the Series A Preferred Stock, as provided in this Section 4, holders of Junior Securities shall, subject to the respective terms and provisions (if any) applicable thereto, be entitled to receive any and all assets remaining to be paid or distributed, and the holders of Series A Preferred Stock shall not be entitled to share therein.

4

5.Redemption. (a) To the extent the Corporation has funds legally available for such payment, the Corporation may redeem at its option shares of Series A Preferred Stock, at any time in whole or from time to time in part in accordance with Section 6, by payment of an amount per share equal to the Liquidation Preference to the redemption date, in cash.

(b)To the extent the Corporation has funds legally available for such payment, upon the date (the “Mandatory Redemption Date”) that is the earlier of the effective date of a firm commitment, underwritten public offering of Common Stock of the Corporation and the occurrence of a Liquidation Event, the Corporation shall redeem all outstanding shares of Series A Preferred Stock by payment of an amount per share equal to the Liquidation Preference to the redemption date, in cash without interest.

(c)Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed, shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of the class of Preferred Stock undesignated as to series and may be redesignated and reissued as part of any series of the Preferred Stock; provided that no such issued and reacquired shares of Series A Preferred Stock shall be reissued or sold as Series A Preferred Stock.

(d)If and so long as any obligation of the Corporation to redeem all outstanding shares of Series A Preferred Stock pursuant to Section 5(b) (the “Mandatory Redemption Obligation”) is not fully discharged, the Corporation shall not, and shall cause its subsidiaries not to, directly or indirectly, (i) declare or make any dividend or other distribution on any Parity Securities or Junior Securities or (ii) purchase, redeem, retire or otherwise acquire any Parity Securities or Junior Securities or discharge any mandatory or optional redemption, sinking fund or other similar obligation in respect of any Parity Securities or Junior Securities.

(e)From and after the close of business on the Mandatory Redemption Date, unless there shall have been a default in the payment of the Liquidation Preference, all rights of holders of shares of Series A Preferred Stock (except the right to receive the Liquidation Preference) for which such holders have consented to redemption shall cease with respect to such shares, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever. If the funds of the Corporation legally available for redemption of shares of Series A Preferred Stock on the Mandatory Redemption Date are insufficient to redeem all outstanding shares of Series A Preferred Stock in full, the Corporation shall use all funds legally available for redemption of such shares to redeem the Series A Preferred

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Stock ratably among the holders (with any fractional shares being rounded to the nearest whole share) in accordance with the respective amounts that would be payable to each holder with respect to the full number of shares owned by such holder if all outstanding shares of Series A Preferred Stock were redeemed in full. Any and all shares of Series A Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of the remaining shares of Series A Preferred Stock for which such holders have consented to redemption, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of the shares for which holders have consented to redemption, or such portion thereof for which funds are then legally available, on the basis set forth above.

6.Procedure for Redemption. (a) If fewer than all the outstanding shares of Series A Preferred Stock are to be redeemed, the number of shares to be redeemed shall be determined by the Board of Directors and the shares to be redeemed shall be redeemed ratably among the holders (with any fractional shares being rounded to the nearest whole share) in accordance with the respective amounts that would be payable to each holder with respect to the full number of shares owned by such holder if all outstanding shares of Series A Preferred Stock were redeemed in full.

(b)If the Corporation proposes to redeem any shares of Series A Preferred Stock, the Corporation shall deliver notice of such redemption by first class mail, postage prepaid, mailed not less than 30 days nor more than 60 days before the redemption date, to each holder of record of Series A Preferred Stock at such holder’s address as the same appears on the Corporation’s stock register; provided that neither the failure to give such notice nor any defect therein shall affect the validity of the giving of such notice except as to the holder to whom the Corporation has failed to give said notice or whose notice was defective. Each such notice shall state: (i) the redemption date; (ii) the number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of shares to be redeemed from such holder; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accrue on the date of redemption.

(c)Notice having been mailed as aforesaid, from and after the redemption date (unless the Corporation defaults in providing money for the payment of the redemption price of the shares called for redemption), dividends on the shares of Series A Preferred Stock so called for redemption shall cease to accrue, and all rights of the holders thereof as stockholders of the Corporation (except the right to receive from the Corporation the redemption price pursuant to Section 5) shall cease. Upon

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surrender in accordance with said notice of the certificates for any shares so redeemed (properly endorsed or assigned for transfer, if the Board of Directors of the Corporation shall so require and the notice shall so state), such shares shall be redeemed by the Corporation at the redemption price aforesaid. If fewer than all the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without cost to the holder thereof.

7.Voting Rights. (a) Holders of record of shares of Series A Preferred Stock are not entitled to any voting rights except as provided in this Section 7 or otherwise by law.

(b)If, at any time, (i) two semi-annual dividends (whether or not consecutive) are required to be paid in cash on the Series A Preferred Stock and such dividends have not been paid in cash in full prior to such time or (ii) the Corporation allows, permits or performs any of the actions specified in Section 7(c) without the approval of the holders of the Series A Preferred Stock required by Section 7(c) for each such action, the number of directors then constituting the Board of Directors shall be increased by two and the holders of Series A Preferred Stock, voting as a single class, shall be entitled to elect the two additional directors to serve on the Board of Directors at any annual meeting of stockholders or special meeting held in place thereof or at a special meeting of the holders of the Series A Preferred Stock called as hereinafter provided. The right of the holders of the Series A Preferred Stock to elect two additional directors pursuant to clause (i) of the previous sentence shall cease when all arrears in dividends on the Series A Preferred Stock then outstanding have been paid in cash in full and dividends thereon for the current semi-annual dividend period have been paid in cash in full or declared and set apart for payment, then (but subject always to the same provisions for the vesting of such voting rights in the case of any similar future arrearages in two semiannual dividends), and the terms of office of all Persons elected as directors by the holders of the Series A Preferred Stock shall immediately terminate and the number of the Board of Directors shall be reduced accordingly. At any time after such voting power has been so vested in the holders of Series A Preferred Stock, the secretary of the Corporation may, and upon the written request of any holder of Series A Preferred Stock (addressed to the secretary at the principal office of the Corporation) shall, call a special meeting of the holders of the Series A Preferred Stock for the election of the two directors to be elected by them as herein provided, such call to be made by notice similar to that provided in the bylaws of the Corporation for a special meeting of the stockholders or as required by law. If the secretary does not call a meeting as above provided within 20 days after receipt of any such request, then any holder of Series A Preferred Stock may call such meeting, upon the notice above provided, and for that purpose shall have access to the stock register of the

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Corporation. The directors elected at any such special meeting shall hold office until the next annual meeting of the stockholders or special meeting held in lieu thereof if such office shall not have terminated as above provided. If any vacancy shall occur among the directors elected by the holders of the Series A Preferred Stock, a successor shall be selected by the then-remaining director elected by the holders of the Series A Preferred Stock or the successor of such remaining director (or if there shall be no such remaining director, the successors shall be elected by the holders of Series A Preferred Stock, voting as a single class) to serve until the next annual meeting of the stockholders or special meeting held in place thereof if such office shall not have terminated as provided above.

(c)So long as any shares of Series A Preferred Stock are outstanding:

(i)the Corporation shall not without the written consent of the holders of at least 51% of the outstanding shares of Series A Preferred Stock or affirmative vote of holders of at least 51% of the outstanding shares of Series A Preferred Stock at a meeting of such holders duly called for such purpose, permit any Liquidation Event unless the net proceeds from such Liquidation Event are used to repay all amounts outstanding under the Restated Credit Agreement and to redeem all of the Series A Preferred Stock;

(ii)the Corporation shall not without the written consent of the holders of at least 51% of the outstanding shares of Series A Preferred Stock or affirmative vote of holders of at least 51% of the outstanding shares of Series A Preferred Stock at a meeting of such holders duly called for such purpose, (w) directly or indirectly increase the authorized amount or issue any additional shares of Series A Preferred Stock, (x) create, authorize or issue any Parity Securities or senior equity securities or increase the authorized amount of any such securities, other than issuances of Parity Securities in connection with any merger, consolidation or combination involving the Corporation (approved in accordance with Section 7(c)(i), if required thereby) in which the Corporation is the surviving entity and issuances of Parity or Senior Equity Securities the proceeds of which are used to pay down amounts outstanding under the Restated Credit Agreement, (y) create or authorize the creation of or issue any shares of any other class or series of capital stock of any of its subsidiaries; or (z) issue, assume, incur or guarantee any debt, or permit any of its subsidiaries to issue, assume, incur or guarantee any debt, other than debt under the Restated Credit Agreement, any debt the proceeds of which are used to pay down amounts outstanding under the Restated Credit Agreement, and any other debt not to

8

exceed $50,000,000 in the aggregate, provided that the aggregate principal amount of debt of the Corporation and its subsidiaries outstanding at any time shall not exceed $310,000,000.

(iii)the Corporation shall not, without the written consent of all holders of any outstanding shares of Series A Preferred Stock or affirmative vote of all holders of any outstanding shares of Series A Preferred Stock at a meeting of the holders of Series A Preferred Stock duly called for such purpose, (x) amend, alter or repeal its Certificate of Incorporation (including without limitation any provision of the Certificate of Incorporation fixing and determining the terms of any series of Preferred Stock, including without limitation the Series A Preferred Stock, whether now or hereafter authorized), this Certificate of Designations or the Company’s bylaws (in any case including in connection with any merger, consolidation, business combination or other extraordinary corporate transaction) in a manner that adversely affects the rights, preferences or privileges of the Series A Preferred Stock, (y) make any Junior Securities Distributions or (z) directly or indirectly, declare, pay or set apart for payment any dividends or other distributions on Parity Securities or redeem, repurchase or otherwise acquire any Parity Securities.

(d)In exercising the voting rights set forth in this Section 7, each share of Series A Preferred Stock shall have one vote per share. Except as otherwise required by applicable law or as set forth herein, the shares of Series A Preferred Stock shall not have any relative, participating, optional or other special voting rights and powers and the consent of the holders thereof shall not be required for the taking of any corporate action.

8.Reports. So long as any of the Series A Preferred Stock is outstanding and the Corporation is required to file quarterly and annual reports with the Securities and Exchange Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation will furnish each holder of Series A Preferred Stock with a copy of each such report.

9.General Provisions. (a) The term “Initial Liquidation Preference” as used herein means $1,000 per share of Series A Preferred Stock, subject to adjustment whenever there shall occur a stock dividend or stock split, or any combination, reorganization, recapitalization, reclassification or other similar event, affecting the Series A Preferred Stock.

(b)The term “outstanding”, when used with reference to shares of stock, shall mean issued shares, excluding shares held by the Corporation or a subsidiary of the Corporation.

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(c)The term “Person” as used herein means any corporation, limited liability company, partnership, trust, organization, association, other entity or individual.

(d)The headings of the sections of this Certificate of Designations are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

(e)Each holder of Series A Preferred Stock, by acceptance thereof, acknowledges and agrees that payments of dividends, and exchange, redemption and repurchase of, such securities by the Corporation are subject to restrictions on the Corporation contained in certain credit and financing agreements.

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IN WITNESS WHEREOF, Citation Corporation has caused this Certificate of Designations to be signed and attested by the undersigned this 23rd day of May, 2005.

		CITATION CORPORATION
		By:	/s/ Charles P. Bloome
			Name:	Charles P. Bloome
			Title:	Vice President and Secretary
ATTEST
/s/ Geoffrey A. Bell
Name:	Geoffrey A. Bell
Title:	Vice President and Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 08:00 AM 04/09/2007

FILED 07:57 AM 04/09/2007

SRV 070409520 - 2405136 FILE

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CITATION CORPORATION

Citation Corporation, a Delaware corporation (the “Corporation”) hereby certifies as follows:

1.The original name of the corporation is Citation Corporation. The date of the filing of its original Certificate of Incorporation with the Secretary of State was May 24, 1994.

2.On September 18, 2004, the Corporation and certain of its subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Alabama, Southern Division (the “Bankruptcy Court”) (Case No. 04-08130). An Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 245 and 303 of the Delaware General Corporation Law (the “DGCL”) pursuant to the authority granted to the Corporation under Section 303 of the DGCL to put into effect and carry out the Third Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code of Citation Corporation, et al., as confirmed on May 18, 2005 by order of the Bankruptcy Court.

3.On March 12, 2007, the Corporation and its subsidiaries filed new voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court (Case No. 07-01153-TOM). This Third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 245 and 303 of the DGCL pursuant to the authority granted to the Corporation under Section 303 of the DGCL to put into effect and carry out the Prepackaged Joint Plan of Reorganization of under Chapter 11 of the Bankruptcy Code of Citation Corporation, et al. (the “Plan”), as confirmed on April 5, 2007 by order (the “Order”) of the Bankruptcy Court. Provision for making of this Third Amended and Restated Certificate of Incorporation is contained in the Order of the Bankruptcy Court having jurisdiction under the Bankruptcy Code for the formation of the Corporation.

4.The text of the Certificate of Incorporation of the Corporation as hereby and heretofore amended is restated to read as set forth herein in full:

FIRST:The name of the Corporation is Citation Corporation.

SECOND:The address of its registered office in the State of Delaware is 1209 Orange 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 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 all classes of stock which the Corporation shall have the authority to issue is 1,500,000 shares of common stock, par value $0.01 per share (the “Common Stock”).

A.Common Stock. The following powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the Common Stock of the Corporation are fixed as follows:

(1)Voting Rights. With respect to all matters to be acted upon by the stockholders of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the stock transfer books of the Corporation, and all shares shall be voted on a non-cumulative basis.

(2)Dividends. Dividends on shares of Common Stock shall be payable only out of funds of the Corporation legally available for the payment of such dividends and only as and when declared by the Board of Directors.

(3)Transfer Restrictions. Any transfer of securities of the Corporation not in compliance with the Stockholders Agreement, dated as of April 6, 2007, by and among the Corporation and the stockholders and warrant holders party thereto, shall be null and void.

B.Non-Voting Equity Securities. To the extent prohibited by Section 1123 of the Bankruptcy Code, the Corporation shall not issue non-voting equity securities; provided, however, that the foregoing (i) will have no further force and effect beyond that required under Section 1123 of the Bankruptcy Code, (ii) will have such force and effect, if any, only for so long as such Section 1123 is in effect and applicable to the Corporation and (iii) may be amended or eliminated in accordance with applicable law as from time to time in effect.

FIFTH:Except as otherwise provided in the bylaws of the Corporation, the Board of Directors is empowered to make, alter or repeal the bylaws of the Corporation.

SIXTH:No holder of any share or shares of any class of stock of the Corporation shall have a preemptive right to subscribe for any shares of any class of stock of the Corporation, whether now or hereafter authorized, including treasury shares, or for any securities convertible into or carrying any optional rights to purchase or subscribe for any shares of stock of any class of the Corporation now or hereafter authorized; provided, however, that no provision of this Certificate of Incorporation shall be deemed to deny the Board of Directors the right, in its discretion, to grant to the holders of the shares of any class of stock at any time outstanding the right to purchase or subscribe for shares of stock of any class or any other securities of the Corporation now or hereafter authorized at such prices and upon such other terms and conditions as the Board of Directors, in its discretion, may fix.

SEVENTH: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 of 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 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

2

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.

EIGHTH:The business and affairs of the Corporation shall be managed by the Board of Directors, and the election of directors need not be conducted by written ballot unless required by the bylaws of the Corporation.

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.

TENTH: A.A director of the Corporation, and any other person or persons who, pursuant to a provision of this Certificate of Incorporation in accordance with subsection (a) of Section 141 of the General Corporation Law of the State of Delaware, exercise or perform any of the powers or duties otherwise conferred or imposed upon the Board of Directors by the General Corporation Law of the State of Delaware (hereinafter, collectively, a “director”), shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for a breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or may be hereafter amended, or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware is hereafter amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the full extent permitted by the General Corporation Law of the State of Delaware, as amended. Any repeal or modification of this Section TENTH by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

B.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 he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent or in any other capacity while serving as a director, officer, employee or (if serving for another corporation at the request of the

3

Corporation) agent, 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 rights than said law permitted the Corporation to provide prior to such amendment) against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or (if serving for another corporation at the request of the Corporation) agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that except as provided in the paragraph below with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such person seeking to enforce rights to indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of (i) an undertaking, by or on behalf of such director or officer to repay all amounts so advanced if it shall ultimately be determined that he or she is not entitled to be indemnified under this Section or otherwise and (ii) such individual furnishes to the Corporation a written affirmation of such individual’s good faith belief that such individual’s conduct does not constitute behavior of the kind that may not be indemnified under this Section TENTH.

C.If a claim under the foregoing paragraph of this Section is not paid in full by the Corporation within ninety days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. 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 action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

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D.The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive or any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

E.The Corporation may maintain insurance, at its expense, to protect itself and any 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 Delaware General Corporation Law.

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IN WITNESS WHEREOF, the undersigned has duly executed this Third Amended and Restated Certificate of Incorporation of Citation Corporation this 6th day of April, 2007.

CITATION CORPORATION
By:	/s/ Ed Buker
	Ed Buker
	President and Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:34 PM 02/27/009

FILED 02:30 PM 02/27/2009

SRV 090217629 - 2405136 FILE

CERTIFICATE OF AMENDMENT
TO
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITATION CORPORATION

Citation Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies as follows:

1.             The Third Amended arid Restated Certificate of Incorporation dated April 9, 2007 of the Corporation is hereby amended by deleting the first sentence of Section 4 Article IV thereof and inserting the following in lieu thereon

“FOURTH: The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 41,471,579 shares of common stock, par value $0.00001 per share (the “Common Stock”),”

2.             The foregoing amendment was duly adopted in accordance with the provisions of Section 242 or the Delaware General Corporation Law,

IN WITNESS WHEREOF, Citation Corporation has caused this Certificate to be executed by its duly authorized officer on this 27th day of February, 2009.

CITATION CORPORATION
By:	/s/ Douglas J. Grimm
	Douglas J. Grimm
	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:41 PM 08/20/2009

FILED 02:41 PM 08/20/2009

SRV 090795074 - 2405136 FILE

CERTIFICATE OF AMENDMENT
TO
THIRD: AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CITATION CORPORATION

Citation Corporation, a corporation duly organized and existing under, the General Corporation Law of the State of Delaware (the “Corporation”) hereby certifies as follows:

1.             The Third Amended and Restated Certificate of Incorporation dated April 9, 2007 of the Corporation is hereby amended as follows:

a.             by deleting the first sentence of Section 4 Article IV thereof and inserting the following in lieu thereof:

“FOURTH:           The total number of shares of all classes of stock. Which the Corporation shall have the authority to issue is 1,500,000 shares of common stock, par value $0.00001 per share (the “Common Stock”):”

b.             by adding the following section (C.) to Slide Fourth:

“C. As of the effective time (the. “Effective Time”) of this Certificate of Amendment, each thirty one (31) Shares of the Company’s issued and outstanding Common Stock shall be automatically combined and changed into one (1) validly issued, fully paid and non-assessable share of Common Stock, without any further action by the Company or the holder thereof. No fractional shares shall be issued and instead, a fraction of a share will be rounded up to one whole share. Each stock certificate outstanding immediately prior to the Effective Time shall thereafter represent the reduced number of Shares as set forth in this Certificate of Amendment.”

2.             The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, Citation Corporation has caused this Certificate to be executed by its duly authorized officer on this 20th day of August, 2009.

CITATION CORPORATION
By:	/s/ Douglas J. Grimm
	Douglas J. Grimm
	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:39 PM 02/04/2010

FILED 06:39 PM 02/04/2010

SRV 100111589 - 2405136 FILE

STATE OF DELAWARE
CERTIFICATE OF CONVERSION
FROM A CORPORATION TO A
LIMITED LIABILITY COMPANY PURSUANT TO
SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.   The jurisdiction where the Corporation first formed is Delaware.

2.The jurisdiction immediately prior to filing this Certificate is Delaware.

3.The date the corporation first formed is May 24, 1994.

4.The name of the Corporation immediately prior to filing this Certificate is “Citation Corporation”.

5.The name of the Limited Liability Company as set forth in the Certificate of Formation is “Grede II LLC”.

6.The effective date and time of the conversion to a limited liability company under this Certificate shall be February 5, 2010, 12:01 am EST.

IN WITNESS WHEREOF, the undersigned has executed this Certificate on the 4th day of February, A.D. 2010.

By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	Chief Executive Officer

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:39 PM 02/04/2010

FILED 06:39 PM 02/04/2010

SRV 100111589 - 2405136 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

·First: The name of the limited liability company is Grede II LLC.

·Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange 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 effective date and time of this Certificate of Formation shall be February 5, 2010, 12:01 am EST.

In Witness Whereof, the undersigned has executed this Certificate of Formation this 4th day of February, 2010.

By:	/s/ Douglas J. Grimm
Name:	Douglas J. Grimm
Title:	President

EX-3.122

Exhibit 3.122

LIMITED LIABILITY COMPANY AGREEMENT

GREDE II LLC

February 5, 2010

TABLE OF CONTENTS

		Page
ARTICLE 1 NAME AND FORMATION OF COMPANY		2
1.1	FORMATION	2
1.2	NAME	2
1.3	EXISTENCE	2
1.4	REGISTERED AGENT AND OFFICE	2
1.5	PRINCIPAL PLACE OF BUSINESS	2
1.6	QUALIFICATION	2
1.7	NO STATE LAW PARTNERSHIP	2
ARTICLE 2 definitions		3
2.1	definitions	3
ARTICLE 3 PURPOSES AND POWERS OF THE COMPANY		5
3.1	PURPOSES	5
3.2	POWERS	5
ARTICLE 4 MANAGEMENT OF THE COMPANY		6
4.1	RIGHTS AND POWERS OF THE BOARD AND OFFICERS	6
4.2	OFFICERS	7
4.3	DUTIES OF THE BOARD AND OFFICERS	8
4.4	MEETINGS OF BOARD	9
ARTICLE 5 THE MEMBER		10
5.1	DISTRIBUTIONS; VOTING	10
5.2	POWER OF THE MEMBER; NO AGENCY OR AUTHORITY	10
5.3	ACTIONS AND MEETINGS OF THE MEMBER	10
5.4	POWER OF ATTORNEY	10
ARTICLE 6 CAPITAL ACCOUNTS AND CONTRIBUTIONS		11
6.1	CAPITAL CONTRIBUTIONS; CAPITAL OF THE COMPANY	11
6.2	RETURN OF CAPITAL CONTRIBUTIONS; INTEREST; LIABILITY	11
6.3	LOANS	11
ARTICLE 7 ALLOCATIONS		11
7.1	ALLOCATION OF NET INCOME AND NET LOSSES	11
ARTICLE 8 DISTRIBUTIONS		12
8.1	DISTRIBUTIONS	12
8.2	GENERAL LIMITATION ON DISTRIBUTIONS	12
ARTICLE 9 TRANSFER OF MEMBERSHIP INTEREST		12
9.1	TRANSFER	12
ARTICLE 10 LIABILITY, EXCULPATION AND INDEMNIFICATION		12
10.1	LIABILITY	12
10.2	EXCULPATION	12
10.3	WAIVER OF CERTAIN DUTIES AND LIABILITIES	13
10.4	INDEMNIFICATION	13
10.5	EXPENSES	14
10.6	RENUNCIATION OF CORPORATE OPPORTUNITIES; NO EXPANSION OF DUTIES	14

10.7	INTERESTED TRANSACTIONS	15
ARTICLE 11 DISSOLUTION AND TErmination		16
11.1	NO DISSOLUTION	16
11.2	DISSOLUTION UPON SPECIFIC EVENTS	16
11.3	WINDING UP	16
11.4	LIMITATIONS ON RIGHTS OF THE MEMBER	17
11.5	CERTIFICATE OF CANCELLATION	17
ARTICLE 12 FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS		17
12.1	BOOKS AND RECORDS	17
ARTICLE 13 AMENDMENTS		17
13.1	AMENDMENTS	17
ARTICLE 14 MISCELLANEOUS PROVISIONS		17
14.1	NOTICES	17
14.2	ENTIRE AGREEMENT	18
14.3	FURTHER Assurances	18
14.4	PARTIAL INvALIDITY	18
14.5	WAIVERS	18
14.6	BINDING Effect; ASSIGNMENT; THIRD PARTY BENEFICIARIES	18
14.7	RULES OF INTERPRETATION	19
14.8	GOVERNING LAW	20
14.9	COUNTERPARTS	20

Schedule 1Initial Managers and Officers

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GREDE II LLC

LIMITED LIABILITY COMPANY AGREEMENT

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Grede II LLC, a Delaware limited liability company (the “Company”), is made and entered into effective as of February 5, 2010, by the Company and the Company’s sole member, Grede Holdings LLC, a Delaware limited liability company (the “Member”).

RECITALS

A.The Company was converted into a limited liability company in accordance with the procedures for conversion under Section 266 of the Delaware General Corporation Law (contained in Delaware Statutes 8 Del.C. § 101 et seq) upon the filing by Citation (as hereinafter defined) of a Certificate of Conversion and the Company’s Certificate of Formation, each effective as of the date hereof (the “Citation Conversion”), pursuant to the transactions contemplated in that certain Conversion and Contribution Agreement and Stockholder Consent (the “Conversion and Contribution Agreement”) dated as February 4, 2010, between the Citation Stockholders, the Citation Debt Holders, Wayzata II, TCW SHOP IV, Citation (each as hereinafter defined) and the Member.

B.In connection with the Citation Conversion each of GSC III Corp., GSC III Parallel LLC, TCW Fund IV, TCW SHOP IV and TCW IVB (as hereinafter defined), contributed all of their membership interests in the Company to the Member, leaving the Member as the Company’s sole member. Under the Conversion and Contribution Agreement, the membership interests in the Company were represented by “Units.” Immediately following the contribution of membership interests in the Company described in this Recital B and under this Agreement, the membership interests in the Company shall no longer be represented by Units but will instead be referred to as Membership Interests (as hereinafter defined).

C.The Act (as hereinafter defined) authorizes an agreement among the members of a limited liability company.

D.The Member, intending that this Agreement be the Company’s limited liability company agreement as defined in the Act hereby enters into this Agreement in order to set forth certain matters relating to the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

NAME AND FORMATION OF COMPANY

1.1Formation. The Company was formed as described in Recital A. The preparation, execution and filing of the Certificate of Conversion and Certificate of Formation of the Company are hereby authorized and ratified in all respects. Pursuant to Section 18-201(d) of the Act, this Agreement shall be effective as of the date hereof.

1.2Name. The name of the Company is Grede II LLC. The business of the Company may be conducted under any other name or names that the Board (as hereinafter defined), deems advisable.

1.3Existence. The Company shall have perpetual existence, unless dissolved in accordance with the provisions of this Agreement. The existence of the Company shall continue until the cancellation of the Certificate of Formation of the Company in the manner required by Section 18-203 of the Act.

1.4Registered Agent and Office. The Company’s registered agent and office in Delaware shall be c/o. The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The Board may designate another registered agent and/or registered office at any time.

1.5Principal Place of Business. The Company’s principal place of business shall be at 27275 Haggerty Road, Suite 420, Novi, Michigan 48377. The Board may change the location of the Company’s principal place of business at any time.

1.6Qualification. The Board shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Board shall authorize an Officer (as hereinafter defined), or any other person as an authorized person within the meaning of the Act, to execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding the foregoing, the Company shall not do business in any jurisdiction that would jeopardize the limitation on liability afforded to the Member under the Act or this Agreement.

1.7No State Law Partnership. The Member intends that the Company not be a partnership (including a limited partnership) or joint venture, and that the Member not be an agent, partner or joint venturer of any other Person for any purposes other than federal, state and local tax purposes, and this Agreement shall not be construed to suggest otherwise.

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ARTICLE 2

DEFINITIONS

2.1Definitions. The terms defined in this Article 2 (except as may be otherwise expressly provided in this Agreement or unless the context otherwise requires) shall, for all purposes of this Agreement, have the following respective meanings:

“Act” means the Delaware Limited Liability Company Act contained in Delaware Statutes 6 Del.C. § 18-101 et seq.

“Affiliate” of any Person, means any entity directly or indirectly controlling, controlled by or under common control with such Person.

“Agreement” means this Limited Liability Company Agreement as hereafter amended from time to time, including any schedules to this Agreement.

“Board” has the meaning set forth in Section 4.1(a).

“Capital Contribution” means, as of any date, the sum of the amounts of money, promissory notes, and the agreed value of other property that the Member has contributed to the capital of the Company pursuant to Article 6 through such date. The agreed value of any Capital Contribution made in property other than money shall be the fair market value, net of liabilities assumed or taken subject to by the Company, of the contributed property determined by the Board in good faith.

“Citation” means Citation Corporation, a Delaware corporation.

“Citation Debt Holders” has the meaning set forth in the Conversion and Contribution Agreement.

“Citation Stockholders” has the meaning set forth in the Conversion and Contribution Agreement.

“Closing Date Agreements” means this Agreement, the Conversion and Contribution Agreement, the Manager Indemnification Agreements between the Company and each Manager, and any other agreement or instrument related to this Agreement to which the Company is a party entered into on or about the date hereof.

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

“Company” means Grede II LLC, a Delaware limited liability company.

“Competing Businesses” has the meaning set forth in Section 10.6.

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“Conversion and Contribution Agreement” has the meaning set forth in Recital A.

“Covered Person” means the Member, a Manager, an Officer, any Affiliate of the Member or a Manager, any shareholders, members, partners, employees, directors, officers, managers, representatives or agents of the Member or a Manager or their respective Affiliates, or any employee or agent of the Company or its Affiliates.

“Dissolution Event” has the meaning set forth in Section 11.2.

“Distribution” means any distribution to the Member, in its capacity as a member of the Company, of cash or other assets of the Company made from time to time pursuant to the provisions of this Agreement.

“GSC III Corp.” means GSC RIII — Grede Corp., a Delaware corporation.

“GSC III Parallel LLC” means GSC RIII Parallel — Grede, LLC, a Delaware corporation.

“Indemnified Costs” has the meaning set forth in Section 10.4.

“Losses” has the meaning set forth in Section 10.2(a).

“Majority GSC Holders” has the meaning given to such term in the Member’s LLC Agreement.

“Manager” means a Person elected, appointed, or otherwise designated as a Manager by the Member in accordance with Section 4.1. A Person elected, appointed or otherwise designated as a Manager pursuant to this Agreement shall be deemed to be a “manager” within the meaning of the Act.

“Member” means Grede Holdings LLC, a Delaware limited liability company.

“Member’s LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of Grede Holdings LLC dated as of February 5, 2010.

“Membership Interest” means the entire limited liability company interest (as defined in the Act) of the Company, including the Member’s right to manage the business and affairs of the Company under this Agreement.

“Net Cash Flow” means the net cash realized by the Company from any source, including from operations; provided, however, that in no event shall a determination of Net Cash Flow be made that would violate the terms of any present or future agreement of the Company with any bank, trust company, insurance company or other financial institution or any Subsidiary or Affiliate of any of the foregoing relating to indebtedness of the Company or any of its Subsidiaries.

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“Officers” has the meaning set forth in Section 4.2(a).

“Person” means any natural person, corporation, general or limited partnership, limited liability company, firm, association, trust, government, governmental agency or any other entity, whether acting in an individual, fiduciary or other capacity.

“Securityholders Agreement” has the meaning given to such term in the Member’s LLC Agreement.

“Subsidiary” or “Subsidiaries” means any corporation, limited liability company, general or limited partnership or other entity, at least 50% of the equity interest of which is owned (a) by the Company or (b) by a corporation, limited liability company, general or limited partnership or other entity that is a direct or indirect Subsidiary of the Company.

“TCW Fund IV” has the meaning set forth in the Conversion and Contribution Agreement.

“TCW SHOP IV” has the meaning set forth in the Conversion and Contribution Agreement.

“TCW IVB” means TCW Shared Opportunity Fund IVB, L.P., a Delaware limited partnership.

“Transfer” has the meaning set forth in Section 9.1.

“Treasury Regulations” means the income tax regulations promulgated under the Code.

“Wayzata II” means Wayzata Opportunities Fund II, L.P., a Delaware limited partnership.

ARTICLE 3

PURPOSES AND POWERS OF THE COMPANY

3.1Purposes. The purposes of the Company and the business to be carried on and the objectives to be effected by it are to engage in any lawful business, any act or activity that may be necessary or appropriate in connection with or incidental to the foregoing, or any other activity permitted under the Act.

3.2Powers. The Company shall have the powers set forth in this Agreement and the Act, including Section 18-106(b) of the Act, which powers shall include, in all events, the power to borrow money, sell, mortgage, convey, pledge or lease property owned by the Company, purchase, receive, lease or otherwise acquire, own, hold, improve, use and otherwise deal with real and personal property; and to make contracts, appoint agents and attorneys-in-fact, create corporations

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or other entities owned by the Company and to undertake any and all other lawful activities as may be required to carry on its business.

ARTICLE 4

MANAGEMENT OF THE COMPANY

4.1Rights and Powers of the Board and Officers.

(a)Power. All management powers over the business and affairs of the Company shall be exclusively vested in the Company’s board of managers (the “Board”), other than actions with respect to which the approval of the Member is specifically provided for by this Agreement or by non-waivable provisions of the Act. The Board may delegate certain powers and associated duties, including responsibility for management of day-to-day operations, to Officers pursuant to Section 4.2.

(b)Size and-Election; Resignation and Removal. The Managers on the Board shall be the Persons elected and serving as managers of the Member’s board of managers at such time, and such Persons shall be simultaneously elected to the Company’s Board by written consent of the Member and, if applicable, simultaneously removed from the Company’s Board by written consent of the Member. The initial Board shall consist of the Persons set forth on Schedule I attached hereto. Each Manager shall remain a Manager until his or her successor is elected by the Member or his or her earlier death, resignation or removal in accordance with the following sentence. Any Manager may resign at any time upon written notice to the other Managers, and subject to the first sentence of this Section 4.1(b), any Manager may be removed from such position by the Member at any time, with or without cause.

(c)Required Approval. Except as specifically provided otherwise in this Agreement or by non-waivable provisions of the Act, any action taken by the Board may only be taken with the approval, at a duly called meeting, of a majority of the Managers.

(d)Committees. The Board may establish one or more committees, which shall be comprised solely of Managers, and delegate authority to such committees as the Board deems advisable. The Manager on the Member’s board of managers who has been elected by the Majority GSC Holders shall be entitled to be a member of any such committee if such Manager so elects at the time such committee is established. Except as specifically provided otherwise in this Agreement, any action taken by a Board committee may only be taken with the approval, at a duly called meeting, of a majority of such committee members.

(e)Expenses. The Company shall reimburse each Manager for all reasonable out-of-pocket expenses incurred in connection with his duties as a Manager or committee member.

(f)No Agency or Authority. No Manager is an agent of the Company solely by virtue of being a Manager, and unless expressly authorized to do so by the Board, no Manager has the authority to act for or to bind the Company solely by virtue of being a Manager. Any Manager who takes any action or purports or attempts to bind the Company in violation of this Section 4.1(f) shall be solely responsible for any loss and/or expense incurred by the Company as a result of such

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unauthorized action, and such Manager shall indemnify and hold harmless the Company with respect to such loss and/or expense.

4.2Officers.

(a)General. The Board may designate employees of the Company or other individuals as officers of the Company (the “Officers”) as it deems advisable to carry on the business of the Company and may assign in writing titles (including Chief Executive Officer, President, Vice President, Secretary, Chief Financial Officer and Treasurer) to any such person. The Chairman of the Board, if one is designated by the Board, shall only be an Officer of the Company if so determined by the Board when designating such Officer. Unless otherwise determined by the Board and except as set forth in Section 4.2(b) below, if the title of an Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any two or more offices may be held by the same person. New offices may be created and filled by the Board (and such offices shall be effective without any amendment to the Certificate of Formation of the Company). Each Officer shall hold office until his successor is designated by the Board or until his earlier death, resignation or removal. Any Officer may resign at any time upon written notice to the Company and the Board. Any Officer may be removed by the Board (excluding the Person being considered) at any time, with or without cause. A vacancy in any office occurring because of death, resignation, removal or otherwise may be filled by the Board. Any designation of Officers, a description of any duties delegated to such Officers that is different than that set forth in this Agreement, and any removal of such Officers, shall only be as approved by the Board. The Officers are not “managers” (within the meaning of the Act) of the Company. The Board may delegate any or all of the power and authority delegated to it to one or more of such Officers subject to the right of the Board to modify or withdraw any or all of any such delegation. The Officers of the Company as of the date of this Agreement shall be the Persons so designated on Schedule I attached hereto.

(b)Limitation on Authority. Notwithstanding any provision of this Agreement to the contrary, and without limiting the actions of the Company that shall require the approval of the Board, the Company shall not be authorized to take any of the following actions, and no Officer shall have the power to bind the Company, with respect to the following actions, unless approved by the Board (either specifically or by a general delegation of authority):

(i)amend either the Company’s Certificate of Formation or this Agreement;

(ii)take any act which would make it impossible or the Company to carry on its business in the ordinary course;

(iii)convert the Company to a corporation, partnership or any other entity form;

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(iv)conduct any business other than the business conducted by the Company as of the date hereof,

(v)dissolve or liquidate the Company;

(vi)form any subsidiary or establish any joint venture, partnership, or other form of business entity;

(vii)issue any additional Membership Interests or admit additional Membership to the company;

(viii)declare or make any Distribution with respect to the Membership Interests or redeem, repurchase or otherwise acquire any Membership Interests;

(ix)sell, transfer or dispose of all or substantially all of the Company’s business or assets, or merge, consolidate or otherwise combine the Company with another Person, or enter into any agreement to do any of the foregoing;

(x)acquire any other business or entity;

(xi)incur any indebtedness;

(xii)make any loan or advance other than for the purpose of advancing normal trade credit or create, incur, assume or suffer to exist any material lien or encumbrance on any of the Company’s properties or assets;

(xiii)purchase or dispose of any interest in real estate or other assets of the Company, excluding sales of products in the ordinary course of business;

(xiv)enter into any agreement, contract or commitment;

(xv)authorize or cause the Company, or authorize, cause or allow any Subsidiary, to enter into, or amend, modify or grant any waiver or approval with respect to, any transaction or agreement of any kind whatsoever with the Member or any Affiliate of the Member;

(xvi)enter into, or change the terms of, any agreement between the Company or any of its Subsidiaries and any senior executive of the Company;

(xvii)initiate any litigation or arbitration; or

(xviii)designate the Company’s auditors for the ensuing fiscal year.

4.3Duties of the Board and Officers. The Board and Officers shall take all actions with respect to the conduct of the Company’s business in accordance with the provisions of this Agreement and applicable law. Officers shall be subject to the same fiduciary duties as an officer

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of a business corporation formed under the Delaware General Corporation Law. The duties of the Managers shall be as limited in Section 10.3.

4.4Meetings of Board.

(a)Place. The Board and each Board committee may hold meetings in such place or places in the State of Delaware or outside the State of Delaware as determined by the Managers calling the meeting as set forth in Section 4.4(b) below.

(b)Time and Notice. Meetings of the Board or a Board committee shall be held whenever called by at least two Managers; provided, however, that there must be at least four meetings of the Board in each full calendar year after the date hereof; provided further, however, that the Manager on the Member’s board of managers who has been elected by the Majority GSC Holders shall be entitled to call one additional meeting of the Board during each calendar year after the date hereof. Notice of the day, hour and place of holding of each meeting of the Board or any meeting of a Board committee shall be given to each Manager or committee member in accordance with Section 14.1 at least 72 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any such meeting. At any meeting at which every Manager or committee member shall be present, even though without any notice, any business may be transacted. Notice need not be given to any Manager if a written waiver of notice is given by such Manager before or after such meeting and the presence of any Manager at a meeting in person or telephonically shall constitute waiver of notice.

(c)Quorum. A quorum for the transaction of business by the Board shall consist of a majority of the Managers and a quorum for the transaction of business by a Board committee shall consist of a majority of such committee members.

(d)Presence and Proxy. Any Manager may participate in any meeting of the Board or a Board 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 shall constitute presence in person at such meeting. Any Manager may participate in any meeting either in person or by proxy.

(e)Written Consent. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of the Managers. Any action required or permitted to be taken at any meeting of a Board committee may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by a majority of such committee members; provided, however, such written consent must be delivered to all Managers prior to the effective date of such written consent. Prompt notice of the taking of an action without a meeting by less than unanimous written consent shall be given to those Managers who have not consented in writing. All such writings shalt be filed with the minutes of proceedings of the Board or Board committee, as the case may be. The requirements of this paragraph shall not be deemed to amend the voting provisions applicable to actions taken at a meeting.

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ARTICLE 5
THE MEMBER

5.1Distributions; Voting.

(a)Distributions. Distributions shall be made in accordance with Articles 8 and 11.

(b)Voting. The Member shall be entitled to vote under this Agreement or as required by the Act. Notwithstanding anything herein to the contrary, only the Member (and not transferees of Member who are not themselves admitted as a member of the Company) shall have voting rights hereunder.

5.2Power of the Member; No Agency or Authority. The Member shall have the power to exercise any and all rights or powers granted to the Member under the express terms of this Agreement or as otherwise required by the Act. Except as otherwise expressly provided in this Agreement, the Member shall not take part in the operation or control of the business and affairs of the Company; provided, however, the members of the Member holding a majority of the Member’s Units (as defined in the Member’s LLC Agreement) may cause the Member to approve a Transaction (as defined in the Securityholders Agreement) without any action of the Board. The Member is not an agent of the Company solely by virtue of being the Member, and the Member does not have the authority to act for the Company solely by virtue of being the Member. If the Member takes any action or purports or attempts to bind the Company in violation.of this Section 5.2, it shall be solely responsible for any loss and/or expense incurred by the Company or any Manager as a result of such unauthorized action, and the Member shall indemnify and hold harmless the Company and each Manager with respect to such loss and/or expense.

5.3Actions and Meetings of the Member.

(a)Required Vote. Any action of the Member required by the Act, or required or permitted by the terms of this Agreement to be taken by the Member, shall be taken by the Member pursuant to a resolution adopted at a meeting of the Member or without a meeting if a consent in writing, setting forth the action so taken, is signed by the Member.

(b)No Other Voting Rights. No Persons other than the Member shall have any right to participate in any meeting of the Member or to vote or take action with respect to any matters approved at a meeting of the Member or by written consent of the Member, including any merger or consolidation of the Company.

5.4Power of Attorney.

(a)The Member hereby appoints each Manager as its true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, acknowledge, swear to and file:

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(i)all amendments to the Certificate of Formation as may be required under the Act that are duly approved by the Member; and

(ii)any amendment to this Agreement duly approved as provided in Article 13.

(b)The foregoing provisions granting a power of attorney shall be strictly construed.

(c)The power of attorney hereby granted by the Member (i) is conditioned upon prior approval of the subject matter thereof by the Board and/or the Member, if so required by the provisions of this Agreement, and (ii) is coupled with an interest, is irrevocable, and shall survive, and shall not be affected by, the subsequent death, disability, incompetency, termination, bankruptcy, insolvency or dissolution of the Member.

ARTICLE 6

CAPITAL ACCOUNTS AND CONTRIBUTIONS

6.1Capital Contributions; Capital of the Company. The capital of the Company shall be the aggregate amount of the Capital Contributions of the Member. The Member shall not have any obligation to make any further Capital Contribution to the Company.

6.2Return of Capital. Contributions; interest; Liability.

(a)Return of Capital Contributions. The Member shall not be entitled to withdraw or receive the return of any part of its Capital Contribution or to receive any Distribution from the Company, except as provided in Articles 8 and 11.

(b)Interest. No interest shall be paid by the Company on Capital Contributions.

(c)Liability. Except as specifically agreed otherwise by the Member, the Member shall not be liable for any of the debts or obligations of the Company or be required to contribute any capital or lend any funds to the Company. Neither the Member nor any Manager shall be personally liable for the return of all or any part of the Member’s Capital Contribution, which return or payment shall be made solely from, and to the extent of, the assets of the Company pursuant to the terms of this Agreement.

6.3Loans. The Member may make loans to the Company from time to time, as authorized by the Board.

ARTICLE 7

ALLOCATIONS

7.1Allocation of Net Income and Net Losses. The net income and net losses for any fiscal year or partial fiscal year shall be allocated to the Member.

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ARTICLE 8

DISTRIBUTIONS

8.1Distributions. Net Cash Flow may be, but shall not be required to be, distributed to the Member from time to time by action of the Board.

8.2General Limitation on Distributions. Notwithstanding any provision of this Article 8, the Company shall not make a Distribution to the Member if (i) such Distribution would be prohibited under, or by its payment would result in an event of default under, any agreement pursuant to which indebtedness of the Company or any of its Subsidiaries is issued, (ii) such Distribution would be prohibited under Section 18-607 of the Act (Limitations on Distribution) or other applicable law, (iii) the Board resolves not to make a Distribution, which resolution must include the affirmative consent of the Manager on the Member’s board of managers who has been elected by the Majority GSC Holders, as applicable, or (iv) the Company is unable at the time of the proposed Distribution, or would become unable immediately following such Distribution, to pay its debts as they become due. In no event shall the Company be obligated to make any Distribution if it does not have cash available (including under a line of credit or revolver) to make such Distribution.

ARTICLE 9

TRANSFER OF MEMBERSHIP INTEREST

9.1Transfer. The Member may not sell, transfer, assign, give or otherwise dispose of, pledge or encumber the Member’s Membership Interest or any part thereof whether voluntarily, by operation of law or otherwise without the consent of the Board (a “Transfer”).

ARTICLE 10

LIABILITY, EXCULPATION AND INDEMNIFICATION

10.1Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person.

10.2Exculpation.

(a)No Covered Person shall be liable to the Company or any other Covered Person for any loss, claim, demand, cost, damage, liability (joint or several), expenses of any nature (including reasonable attorney’s fees and disbursements), judgments, fines, settlements or other amounts (“Losses”) incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such Losses incurred by reason of such Covered Person’s fraud, bad faith, willful misconduct or breach of any agreement with the Company.

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(b)A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any of the Managers, Officers, employees or committees of the Company, or by any other Person, as to matters the Covered Person reasonably believes are within such Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, net income, net losses or Net Cash Flow or any other facts pertinent to the existence and amount of assets from which Distributions to the Member might properly be paid.

10.3Waiver of Certain Duties and Liabilities.

(a)To the extent that, at law or in equity, a Covered Person has duties (other than fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, such Covered Person acting under this Agreement shall not be liable to the Company or to any other Covered Person for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they affirmatively restrict, waive or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person.

(b)Unless otherwise expressly provided herein, (i) whenever a conflict of interest exists or arises between Covered Persons, or (ii) whenever this Agreement or any other agreement contemplated herein or therein provides that a Covered Person shall act in a manner that is, or provides terms that are, fair and reasonable to the Company or the Member, the Covered Person shall resolve such conflict of interest, taking such action or providing such terms, considering in each case the relative interest of each party (including its own interest) to such conflict, agreement, transaction or situation and the benefits and burdens relating to such interests, any customary or accepted industry practices, and any applicable generally accepted accounting principles. In the absence of bad faith by the Covered Person, the resolution, action or term so made, taken or provided by the Covered Person shall not constitute a breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of the Covered Person at law or in equity or otherwise.

10.4Indemnification. To the fullest extent permitted by applicable law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements and other amounts (“Indemnified Costs”) incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any Indemnified Costs incurred by such Covered Person by reason of fraud, bad faith, willful misconduct or breach of any agreement with the Company with respect to such acts or omissions; provided, however, that any indemnity under this Section 10.4 shall be provided out of and to the extent of Company assets only, and no Covered Person shall have any personal liability or any obligation to make any Capital Contribution on account thereof. This indemnification shall be in addition to any other rights to

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which a Covered Person may be entitled under any agreement, vote of the Board, as a matter of law or equity, or otherwise, both as to an action in the Covered Person’s capacity as a Covered Person, and as to an action in another capacity, and shall continue as to a Covered Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns, and administrators of each Covered Person. The Board shall have the authority to cause the Company to purchase and maintain insurance as it deems advisable with respect to the indemnification of any Covered Person. The indemnification rights in this Section 10.4 and advancement of expenses in Section 10.5 shall be limited by and in all events subject to any written agreement between the Company and any Manager.

10.5Expenses. To the fullest extent permitted by applicable law, the Company shall advance from time to time expenses (including reasonable attorneys’ fees and disbursements) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of a written undertaking by or on behalf of the Covered Person to repay such amount if it shall be finally determined that the Covered Person is not entitled to be indemnified as authorized in Section 10.4.

10.6Renunciation of Corporate Opportunities; No Expansion of Duties. The Company, on behalf of itself and its Subsidiaries, and the Member, acknowledge that the Member and its Affiliates (other than any Person that is such an Affiliate solely by virtue of their relationship with the Company) and the individuals appointed as Managers to the Company’s Board by virtue of their election to the Member’s board of managers by the Institutional Members (as defined in the Member’s LLC Agreement), or as directors or managers of the Member or any Subsidiary, or as a committee member of the Company, the Member or any Subsidiary (together, the “Institutional Member/Managers”) are in the business of making investments in, and have investments in, other corporations, general and limited partnerships, joint ventures, limited liability companies and other entities, including other businesses similar to and that may compete with the Company’s businesses (“Competing Businesses”) and, in connection therewith, (a) may have interests in, participate with, aid and maintain seats on the board of directors of, other such entities, (b) may develop opportunities for such entities and (c) have provided and may provide banking or other services to such entities. In connection with these activities, the Institutional Member/Managers may develop opportunities for such other entities and/or encounter business opportunities that the Company, its Subsidiaries, the Member’s Subsidiaries and the Member may desire to pursue. The Company, on behalf of itself and its Subsidiaries, and the Member, recognize that such opportunities may include, but shall not be limited to, identifying, pursuing and investing in entities, engaging broker-dealers, commercial banks and investment banking firms to perform certain services, including acting as underwriters or placement agents in securities offerings, obtaining investment funds from institutional and private stockholders or others and performing banking services. The Company, on behalf of itself and its Subsidiaries, and the Member, agree that the Institutional Member/Managers shall have the unfettered right to make additional investments in or have relationships with other entities or businesses, including Competing Businesses, independent of their investments in the Company or roles as the Member or Managers of the Company unless, in the case of any Institutional Member/Manager who is an Officer or Manager, such business opportunity is expressly offered to such Institutional Member/Manager in writing solely in his or her capacity as

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an Officer or Manager of the Company. To the fullest extent permitted by applicable law, the Company, on behalf of itself and its Subsidiaries, and the Member, hereby renounce any interest or expectancy of the Company, each Subsidiary and the Member in, or in being offered an opportunity to participate in, any and all business opportunities that are presented to the Institutional Member/Managers unless such business opportunity is expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company. Without limitation of the foregoing, each Institutional Member/Manager may engage in, have a relationship with 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 or any Subsidiary, and none of the Company, any of its Subsidiaries nor the Member shall have any rights or expectancy by virtue of such Institutional Member/Manager’s relationships with the Company, any Subsidiary or any other Member, this Agreement or otherwise in and to such independent venture, activities, or the income or profits derived therefrom; and the pursuit of any such venture, even if such investment or relationship is in or with a Competing Business, shall not be deemed wrongful or improper. No Institutional Member/Manager shall be obligated to present any particular corporate, business or investment opportunity to the Company, any Subsidiary or the Member (other than an opportunity expressly offered to an Institutional Member/Manager who is an Officer or Manager in writing solely in his or her capacity as an Officer or Manager of the Company), even if such opportunity is of a character that, if presented to the Company or a Subsidiary, could be taken by the Company or such Subsidiary and any purported failure will not be deemed to be a breach of this Agreement, the Act or any other applicable law. The Institutional Member/Managers shall continue to have the right to take for their own respective accounts or as a partner, shareholder, fiduciary or otherwise, or to recommend to others, any such particular investment opportunity. The Company, on behalf of itself and its Subsidiaries, and the Member, acknowledge and agree that to the extent a court might hold that the conduct of any activity described in this Section 10.6 is a breach of a duty to the Company or the Member, the Company, on behalf of itself and its Subsidiaries, and the Member, hereby waive any and all claims and causes of action that each such Person believes that it may have for such activities. The Company, on behalf of itself and its Subsidiaries, and the Member, further agree that the waivers and agreements in this Agreement identify certain types and categories of activities which do not violate any duty of loyalty to the Company or the Member, and such types and categories are not manifestly unreasonable. The waivers and agreements in this Agreement apply equally to activities conducted in the future and activities that have been conducted in the past.

10.7Interested Transactions. No contract or transaction between the Company and one or more of the Member, its Managers or Officers, or between the Company and any other corporation, partnership, limited liability company, association, or other organization in which one or more of the Managers, the Member 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 or committee which authorized the contract or transaction, or solely because his or their votes are counted for such purpose if (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board or committee, and the Board or committee in good faith authorizes the contract or transaction; or (b) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board. Interested Managers may be counted in determining

15

the presence of a quorum at a meeting of the Board or, in the case of a written consent, approval by written consent, which authorizes the contract or transaction. The Member hereby specifically approves and ratifies each of the Closing Date Agreements and the transactions from time to time contemplated thereby.

ARTICLE 11

DISSOLUTION AND TERMINATION

11.1No Dissolution. Only the events set forth in Section 11.2 or in the Act shall cause the dissolution of the Company. The Company shall not be dissolved by the admission of additional or substituted members or, to the fullest extent permitted by the Act, by the termination of the Member’s Membership Interest in accordance with the terms of this Agreement. The bankruptcy of the Member (as defined in Section 18-304 of the Act) shall not cause the Member to cease to be a member of the Company and, upon the occurrence of any such event, the business of the Company shall be continued without dissolution. Upon the occurrence of an event that causes the Member to cease to be a member of the Company, to the fullest extent permitted by the Act, the business of the Company may be continued if approved by, and in the manner approved by, the Board.

11.2Dissolution Upon Specific Events. The Company shall be dissolved and its affairs shall be wound up upon the happening of any of the following events (a “Dissolution Event”):

(a)by order of a court pursuant to Section 18-802 of the Act; or

(b)by action of the Member in accordance with the terms of this Agreement.

11.3Winding Up.

(a)Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member. During the period commencing on the date on which a Dissolution Event occurs and ending on the date on which the assets of the Company are distributed pursuant to this Section 11.3, net income, net losses and other items of Company income, gain, loss, or deduction shall continue to be allocated in the manner provided in Article 7. During such period, the Member shall not take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs.

(b)The Board shall be responsible for overseeing the winding up of the Company.

(c)Subject to the further provisions of this Section 11.3, the assets of the Company shall be liquidated to the extent determined to be appropriate by the Board, and the proceeds thereof together with such assets as the Board determines to distribute in kind, shall be applied and distributed in the following order:

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(i)to creditors, including the Member if it is a creditor, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof) other than liabilities for which reasonable provision for payment has been made; and

(ii)to the Member.

11.4Limitations on Rights of the Member. The Member shall look solely to the assets of the Company for the return of its Capital Contribution.

11.5Certificate of Cancellation. Upon the dissolution and the completion of winding up of the Company, the Member shall promptly execute and cause to be filed a certificate of cancellation in accordance with the Act and appropriate instruments under the laws of any other states or jurisdictions in which the Company has engaged in business. Upon such certificate of cancellation becoming effective, the Company shall be terminated:

ARTICLE 12

FINANCIAL STATEMENTS, BOOKS AND BANK ACCOUNTS

12.1Books and Records. The Company will maintain the Company’s books and records and provide such books and records to the Member in accordance Section 18-305 of the Act.

ARTICLE 13
AMENDMENTS

13.1Amendments. This Agreement may be amended by written agreement executed by the Member.

ARTICLE 14

MISCELLANEOUS PROVISIONS

14.1Notices. Except as provided herein, any and all notices, consents, waivers, directions, requests, votes or other instruments or communications provided for herein shall be in writing, signed by the parties giving the same and shall be deemed properly given if sent by registered or certified mail, postage prepaid, by overnight courier service, by hand delivery or by facsimile, and addressed:

(a)in the case of the Company, to the Company at its registered office or the principal executive office of the Company; or

(b)in the case of any of the Member, to its address or facsimile number as set forth on the Member’s signature page hereto.

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Any such notice shall be deemed to be effective as of the date (i) three days after the date on which it was mailed (if mailed by registered or certified mail), (ii) on which confirmation of receipt is received (if sent by facsimile), or (iii) on which it was received (in the case of overnight or hand delivery service or otherwise). Any party hereto may specify any other address or facsimile number for the receipt of such instruments or communications by giving notice to the other parties hereto in accordance with this Section 14.1.

14.2Entire Agreement. This Agreement contains the entire understanding of the Member and the Company and supersedes any prior written or oral agreement between or among them respecting the subject matter contained in this Agreement.

14.3Further Assurances. The Member hereby agrees to take, or cause to be taken, from time to time, all such further or other action as shall reasonably be necessary to make effective, to consummate and to perform the undertakings and obligations contemplated by this Agreement. Specifically, the Member shall from time to time execute or cause to be executed all other documents or cause to be done all filing, recording, publishing, or other acts as may be necessary or desirable to comply with the requirements for the operation of a limited liability company under the laws of the State of Delaware and all other jurisdictions in which the Company may from time to time conduct business.

14.4 Partial Invalidity. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision has never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. In lieu of such illegal, invalid or unenforceable provisions there shall be added automatically as a part hereof a provision as similar in terms and economic effect to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

14.5Waivers. No waiver of any provision of this Agreement is valid unless in writing and signed by the Person against whom or which enforcement is sought and any such waiver is effective only in the specific instance described and for the purpose for which the waiver was given. The failure of any party to this Agreement to insist upon or enforce strict performance by any other party to this Agreement of any provision of this Agreement shall not be construed as a waiver or relinquishment of such right or related remedy.

14.6Binding Effect; Assignment; Third Party Beneficiaries.

(a)Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

(b)Assignment. No party to this Agreement shall, or shall have the power to, assign or otherwise transfer its rights and obligations under this Agreement except to the extent

18

related to a transfer of its Membership Interest to the extent permitted by, and in compliance with, this Agreement.

(c)Third Party Beneficiaries. Except as it relates to Article 10 with respect to any Covered Person, this Agreement shall not confer any rights or remedies on any Person other than the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 14.6(b) above.

14.7Rules of Interpretation.

(a)When the context in which words are used in this Agreement indicates that such is the intent, singular words shall include the plural and vice versa and masculine words shall include the feminine and neuter genders and vice versa.

(b)All accounting terms not specifically defined in this Agreement shall be construed in accordance with generally accepted accounting principles in the United States of America, consistently applied, and any reference to generally accepted accounting principles shall be to generally accepted accounting principles in the United States of America, consistently applied.

(c)The term “day” shall mean a calendar day. Whenever an event or action is to be performed by a particular date or a period ends on a particular date, and the date in question falls on a day that is not a business day, the event or action shall be performed, or the period shall end, on the next succeeding business day.

(d)All references in this Agreement to any law shall be to such law as amended, supplemented, modified and replaced from time to time and shall include regulations, ordinances and the like.

(e)The words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(f)A reference to Person includes its permitted successors and permitted assigns.

(g)A reference in a document to an Article, Section, Exhibit, Schedule, Annex or Appendix is to that contained in the document in which such reference appears unless otherwise indicated. Exhibits, Schedules, Annexes or Appendices to any document shall be deemed incorporated by reference in such document. Reference to any documents, instrument or agreements (i) shall include all exhibits, schedules, annexes, appendices and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument or agreement, or replacement or predecessor thereto, as amended, modified and supplemented from time to time and in effect at any given time.

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(h)           Any Article, Section or Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed a part of the text of this Agreement.

(i)            The words “hereof,” “herein” and “hereunder” and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

14.8Governing Law. All questions with respect to the construction of this Agreement and the rights and liabilities of the Member shall be determined in accordance with the applicable provisions of the laws of the State of Delaware without regard to the principles of conflicts of law.

14.9Counterparts. This Agreement may be executed in several counterparts and all so executed shall constitute one and the same instrument, binding upon all of the parties hereto, notwithstanding that all parties are not signatory to the original or the same counterpart. Facsimile transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such facsimile signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

**[SIGNATURE PAGE TO FOLLOW]**

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Limited Liability Company Agreement as of the date and year first above written.

THE COMPANY:	GREDE II LLC
	/s/ Douglas J. Grimm
	Name:	Douglas J. Grimm
	Title:	CEO and President
THE MEMBER:	GREDE HOLDINGS LLC
	/s/ Douglas J. Grimm
	Name:	Douglas J. Grimm
	Title:	CEO and President
	Address:
	27275 Haggerty Road
	Suite 420
	Novi. Michigan 48377
	Fax: (      )          -

Signature Page to Limited Liability Company Agreement of Grede II LLC

Schedule 1

to Limited Liability Company

Agreement of Grede II LLC

Initial Managers and Officers

Initial Managers

David F. Browne
Donald. C. Campion
Eugene I. Davis
Douglas J. Grimm
Christopher E. Keenan

Initial Officers

Douglas J. Grimm	Chief Executive Officer and President
Louis R. Lavorata	Chief Financial Officer and Secretary
Stephen D. Busby	Vice President, Treasurer and Assistant Secretary

EX-3.123

Exhibit 3.123

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:55 PM 03/25/2014

FILED 06:17 PM 03/25/2014

SRV 140379294 - 5505116 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY
CERTIFICATE of FORMATION

This Certificate of Formation of ASP Grede Acquisitionco LLC (the “LLC”) is being duly executed and filed by Eric L. Schondorf, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C § 18-101, et, seq.) as amended from time to time.

FIRST: The name of the limited liability company is: ASP Grede Acquisitionco LLC.

SECOND: The address of the registered office of the LLC in the State of Delaware and the name and address of the registered agent for service of process on the LLC in the State of Delaware are: Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

THIRD: This Certificate of Formation shall be effective on the date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 25th day of March, 2014.

By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:43 PM 09/23/2014

FILED 11:45 AM 09/23/2014

SRV 141209815 - 5505116 FILE

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT CHANGING ONLY THE
REGISTERED OFFICE OR REGISTERED AGENT OF A
LIMITED LIABILITY COMPANY

The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:

1.The name of the limited liability company is ASP GREDE ACQUISITIONCO LLC.

2.The Registered Office of the limited liability company in the State of Delaware is changed to Corporation Trust Center 1209 Orange Street (street), in the City of Wilmington Zip Code 19801. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is THE CORPORATION TRUST COMPANY.

By:	/s/ Liela Morad
	Authorized Person
Name:		Liela Morad
		Print or Type

EX-3.124

Exhibit 3.124

LIMITED LIABILITY COMPANY AGREEMENT

OF

ASP GREDE ACQUISITIONCO LLC

This Limited Liability Company Agreement (this “Agreement”) of ASP Grede Acquisitionco LLC is entered into this 25th day of March, 2014 by ASP Grede Intermediate Holdings LLC (the “Member”) pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), as amended from time to time (the “Act”).

1.Name. The name of the limited liability company governed hereby is ASP Grede Acquisitionco LLC (the “Company”).

2.Certificates. Eric L. Schondorf, as an authorized person within the meaning of the Act, has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State of the State of Delaware. The Member shall execute, deliver and file any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

3.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 all lawful activities for which limited liability companies may be formed under the Act.

4.Powers. The Company shall have the power to do any and all acts reasonably necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose and business described herein and for the protection and benefit of the Company, and shall have, without limitation, any and all of the powers that may be exercised on behalf of the Company by the Member pursuant to this Agreement, including Section 12.

5.Principal Business Office. The principal place of business and office of the Company shall be located, and the Company’s business shall be conducted from, such place or places as may hereafter be determined by the Member.

6.Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

7.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 Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

8.Name and Mailing Address of the Member. The name and the mailing address of the Member are as follows:

Name	Address
ASP Grede Intermediate Holdings LLC	299 Park Avenue, 34th Floor New York, NY 10171

9.Term. The term of the Company commenced on the date of filing of the Certificate of Formation of the Company in accordance with the Act and shall continue until dissolution of the Company in accordance with Section 19 of this Agreement.

10.Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of the Member or any Officer (as hereinafter defined), employee or agent of the Company (including a person having more than one such capacity) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of acting in such capacity.

11.Distributions. The Member shall be entitled to receive distributions, including, without limitation, tax distributions or distributions in connection with the liquidation, dissolution or winding up of the affairs of the Company, when and as determined by the Member, in its sole discretion, out of funds of the Company legally available therefore, net of any reserves, payable on such record date to the Member. All determinations made pursuant to this Section 11 shall be made by the Member in its sole discretion.

12.Management.

a.The business and affairs of the Company shall be managed by the Member. Subject to the express limitations contained in any provision of this Agreement, the Member shall have complete and absolute control of the affairs and business of the Company, and shall possess all powers necessary, convenient or appropriate to carrying out the purposes and business of the Company, including, without limitation, doing all things and taking all actions necessary to carrying out the terms and provisions of this Agreement.

b.Subject to the rights and powers of the Member and the limitations thereon contained herein, the Member may delegate to any person any or all of its powers, rights and obligations under this Agreement and may appoint, contract or otherwise deal with any person to perform any acts or services for the Company as the Member may reasonably determine.

c.The Member shall have the powers set forth above until the earliest to occur of its termination, dissolution or other inability to act in such capacity, at which time the legal representative of the Member shall appoint a successor to the interest of the Member for the purpose of administering the property of the Member.

d.The Member is specifically authorized to execute, sign, seal and deliver in the name of and on behalf of the Company any and all agreements, certificates,

2

instruments or other documents requisite to carrying out the intentions and purposes of this Agreement and of the Company.

e.     The Member may be compensated for its services to the Company, as determined in its sole discretion.

13.  Officers. The Member may, from time to time as it deems advisable, appoint officers of the Company (the “Officers”) and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such Officer of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 13 may be revoked at any time by the Member. The initial Officers of the Company designated by the Member as of the date hereof are as follows:

Name	Title
Kevin Penn	President
Eric Schondorf	Vice President and Secretary
Loren Easton	Vice President

14.  Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

15.  Exculpation and Indemnification.

a.     Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and none of (i) the Member, (ii) any Affiliate of the Member, (iii) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Member or any of its Affiliates or a spouse of any of the foregoing, or (iv) any officer, director, manager, member, shareholder, partner, employee, representative, trustee or agent of the Company or any of its Affiliates or a spouse of any of the foregoing (each a “Covered Person”) shall be obligated personally for any such debt, obligation or liability of the Company.

b.     No Covered Person shall be liable, including under any legal or equitable theory of fiduciary duty or other theory of liability, to the Company or to any other Covered Person for any losses, claims, damages or liabilities incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company. Whenever in this Agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and

3

shall not be subject to any other or different standard (including any legal or equitable standard of fiduciary or other duty) imposed by this Agreement or any relevant provisions of law or in equity or otherwise.

c.     A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters that the Covered Person reasonably believes are within such Person’s professional or expert competence.

d.

i.      The Company shall indemnify, defend and hold harmless each Covered Person against any losses, claims, damages, liabilities, expenses (including all reasonable fees and expenses of counsel), judgments, orders, decrees, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings in which such Covered Person may be involved or to which such Covered Person may become subject, in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, unless such loss, claim, damage, liability, expense, judgment, order, decree, fine, settlement or other amount is a result of such Covered Person not acting in good faith on behalf of the Company. If any Covered Person becomes involved in any capacity in any action, suit, proceeding or investigation in connection with any matter arising out of or in connection with the Company’s business or affairs, or this Agreement or any related document, other than by reason of any act or omission performed or omitted by such Covered Person that was not in good faith on behalf of the Company, the Company shall reimburse such Covered Person for his or her reasonable legal and other reasonable out-of-pocket expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided, however, that such Covered Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to him or her if it shall be finally judicially determined that such Covered Person was not entitled to be indemnified by the Company in connection with such action, suit, proceeding or investigation.

ii.     The obligations of the Company under this Section 15(d) shall be satisfied solely out of and to the extent of the Company’s assets, and no Covered Person shall have any personal liability on account thereof.

16. Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the written consent of the Member.

17. Termination of Membership. The rights of the Member to share in the profits and losses of the Company, to receive distributions and to assign its interest in the Company pursuant to Section 18 shall, upon the termination of the legal existence of the Member, devolve on its legal representative for the purpose of administering its property.

4

18. Assignments.          The Member may transfer, assign, pledge or hypothecate, in whole or in part, its limited liability company interest, as determined in its sole discretion. For purposes hereof, an “Affiliate” shall mean, with respect to a specified person, any person that directly or indirectly controls, is controlled by, or is under common control with, the specified person, with the term “control” meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise. In addition, for the purposes hereof, any general partner, limited partner, member or investor of a specified person shall be deemed to be an affiliate of such person.

19. Dissolution.

a.     The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member, (ii) the bankruptcy, withdrawal or termination of the legal existence of the Member, unless the Company is continued without dissolution in accordance with the Act, and (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

b.     In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner) and the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.

20. Tax Matters. The Company shall be treated as a “disregarded entity” (within the meaning of Treasury Regulation § 301.7701-3) for U.S. federal income tax purposes. The Company (i) will not elect to be treated as an association taxable as a corporation, (ii) will, to the extent necessary, timely take such actions to ensure that it is treated as a disregarded entity, and (iii) will elect corresponding treatment for all state and local tax purposes.

21. Separability of Provisions. Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.

22. Entire Agreement. This Agreement constitutes the entire agreement of the Member with respect to the subject matter hereof.

23. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles thereof), and all rights and remedies shall be governed by such laws.

24. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to an instrument in writing signed by the Member.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first written above.

MEMBER
ASP GREDE INTERMEDIATE HOLDINGS LLC
By:	ASP Grede Holdings LLC, its sole member
By:	/s/ Eric L. Schondorf
	Name:	Eric L. Schondorf
	Title:	Vice President and Secretary

[SIGNATURE PAGE TO LLC AGREEMENT OF ASP GREDE ACQUISITIONCO LLC]

EX-3.125

Exhibit 3.125

Arkansas Secretary of State Mark Martin State Capitol Building • Little Rock, Arkansas 72201-1094 • 501.682.3409 I, Mark Martin, Arkansas Secretary of State of the State of Arkansas, and as such, keeper of the records of domestic and foreign corporations, do hereby certify that the following and hereto attached instrument of writing is a true and perfect copy of All Corporate records on file for THE MESH COMPANY, LLC. In Testimony Whereof, I have hereunto set my hand and affixed my official Seal. Done at my office in the City of Little Rock, this 5th day of May, 2017.

if . . CERTIFIED COPY FILED -Arkansas Secretary of Stat e #100136874 10/25/1996 00:00 Instructions:File In DUPLICATE with the Secretary of State, State Capitol, Uttle Rock, Arkansas 72201-1094. A oopy will be returnee:: after filing has been completed. PLEASE TYPE OR CLEARLY PRINT IN INKI']:1..1B1 j State of Arkansas-Office of Secret cy-o_ftate... · ARTICLES OF ORGANIZATION The undersigned authorized manager or member or person forming this Limited'-Uability Company un er the Small Business Entity Tax Pass Through Act, Act 1003 of 1993, adopt the following Articles of Organization of such Umited Uability Company: First: The Name of the Umited Uability Company is: THE MESH COMPANY, LLC Must contain the words "Umited Uability Company,• "Umited Company,• or the abbreviation "LLC.." "LC.," "LLC," or "LC.• The word "Umited" may be abbreviated as "Ltd_., and the word "Company" may be abbreviated as "Co." Companies which perform PROFESSIONAL SERVICE MUST addition­ ally c:ontain the words "Professional Umited Uability Company,• "Professional Umited Company,• or the abbreviations "P.L.LC.," "P.L.C.," "PLLC," or "PLC." The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co." Second: Address of r-egistered office of the Umited Liability Company which may be, but ne-ed not be, the place of business shall be: c/o CLOYES GEAR AND PRODUCTS, INC. 1611 WEST WALNUT STREET PARIS, ARKANSAS 72855 The name of the registered agent and the business residence or mailing address of said agent shall be: THE OORPORATION c:.x:MPANY Third; 417 Spring Street Little Rock, Arkansas 72201 The latest date (month, day, year) upon which this Limited Uability Company is to dissolve: DECEMBER 31, 2046 Fourth Fifth: IF THE MANAGEMENT OF THIS COMPANY IS VESTED IN A MANAGER OR MANAGERS, A STATE­ MENT TO THAT EFFECT MUST BE INCLUDED IN THE SPACE PROVIDED OR BY ATTACHMENT: fi.ANAGEMENT OF THE MESH COMPANY, LLC IS VESTED IN MANAGERS ACTING BY AND THROUGH A MANAGEMENT COMMITTEE. PLEASE TYP.E OR PRINT CLEARLY ININK THE NAME OF THE PERSON (S) AUTHORIZED TO EXECUTE THIS DOCUMENT. M. TREVOR MYERS --;l/1. Signature of aulhotlzed manager,member, or person forming this Company: Filing Fee $50.00 (ARK.-LLC 3281 - 6/8/93) Ll-01

CERTIFI I) COPY 4 o8/03/1998 oo oo FILED-Arkansas Secretary of State #10013687 : FILED CORPORATIONS DIVISION CP00136874 98 AUG 03 AM 9:00 NOTICE OF CHANGE OF REGISTERED OFFICE BY THE REGISTERED AGENT For Umited Uability Companies RO ETA . F PRIEST OFSTATE RKANSAS To: Sharon Priest Secretary of State Corporations Division State Capitol Little Rock, Arkansas 72201-1094 Pursuant to Act 1003 of 1993, the undersigned registered agent submits the following statement for the purpose of changing its registered office for the below named Limited Liability Company in the state of Arkansas. D 181 Foreign Umited Liability Company Domestic Limited Liability Company 2. Address of its present registered office: 417 Spring Street,Little Rock,Arkansas 72201 Street Address, City, State.Zip 3. Address to which registered office is to be changed: 425 West Capitol Avenue, Suite 1700, Little Rock, Arkansas 72201 Street AddreS&. City,State,Zip 4. Name of present registered agent: .T.._.....h.e._.,.C""o""m::.:o.,_ra=t"-'io:::.:.;.n..C. ""o""m:.:Jpa=.n.y.. _ 5. The above named Limited Liability Company has been notified of the change of address of its registered office. Dated July 29. 1998 Kenneth J. Uva Name Of AUifiOnZ8d Ollicer ht e ofnonOfficer

FIL& BJa tJfsOcrCWcYstate #100136874 01_/09/208 15:37 A ka"sas Secretary of.State . . Ch-a.rli·.e D· ant·e·Is Statetapai:ol·utuelklck.ArkaJieun2ol·1094 ..sol :w409'.www.soa.arkanllas.gov Business 8c Commercial Services.2&0 VIctory 6ulldlng. 1401 w.·Capitol.Ltttle Rock· NOTICE OF CHANGE OF COMMERCIAL REGISTERED AGENT INFORMATION . (PLEASE TYPE OR PRINT CLEARLY IN INK} 1.. a•. Current Name of CommercialRegistered Agerrt: Th_e_c_o...;.rp...:._o_ra_t_i_o_n._c_om-:..p_an....:y:.__ _ b. Newnam$ of cOmmercialRegistered Agent:: The Corporation Company 2. a. Current address on file:--l4 2u5t....'lrlJIIJPo:. s:ut-.L&Ca"'lp .J1ut.. . ni..L1-'A vu::e naue., --.""'"",_,_....--------S11iiiinmn ·suite nqo Little Rock. AR Shit Addi'iii One 2 b.N ewaddr =-1-2-4 -W _-st-C-a-p-itol-A-v-f!n-u-e . ------&W -------------Suite 1400 .. Little Rock • .AR 72201-3736 cay, stili Zlp SliiiiiAddiilit u.,.2 . _B_usin es s_._Co_rp_o_ra tio _ 3. a.JurisdictionI type of organizatiOn: b.New jurisdiction I new type of oi"ganlzation:._· --,-_ 4. Attach a listing of ALL entitles effected by the above change(s). A cOmmercialreolstered agent shall promptly furnish each entity it represents with notice of the flUng of a smtement of c!Jange. 1 understand that knowingly signing.a false document with the intent to file With the Arkansas Secretary of State is a Class C misdemeanor andIs punishable by a fine JAP to $100.00 and/or imprisonment up to 30 days. Executed this 27th _. 20_0_7 ......: day of D.ecemb er CAA-CF Rev.08107 NO FEE ----·-------------------------------------

\...;tK llrltU LUPY ..FILED_ Arkansas Secr taof State #100136 74 06/ 3/20081.4:17 , Charll·e Dan·1.els statecapltoa j8 utueaoc:k,.ArJamsas72 oJ-lo · 501-682•3409 • www.soS.arkaDSas.gov W• Capito.LIWRock BusinessCommerda.l rvJces.250 Vlct!)ry Bulldlll_S• IJa.()i . . THE CORPORATION COMPANY 1. a. Current Na!lle of Commercial Reglsteied Agent:----"-------..,..--....,--------. . · . ·· THE CORPORATION'COMPANY b.New name of CommercialRegistered Agent:·-------------,,...-------.:..-•· e ......,..._,=rr.r.o=---------2. a. Current address ofll: 1_2_,4,.-W_e_.s_t_=_c._a._p_i_t_o l_A...;.\l'_iini st AGdriii• Suite 1400 ·Little Rock. AR 72201-3736 Sliiii1 Aildtui 01\i 2 C•IY.stile bp b. New address: SuitS'·1900 ·124 West Capitol Avenu Strilillllddhili Little Rock, AR 72201 Cllj'.Sial• Zip Sli'Ht1\diflen Uno 2 3. a. Jurisdiction I type of organlzation:'--_B_u_s.....,I_N_E_ss_c_o_R_P_ORA_T_I_o_N---:-------,..--------b. New jurisdictionI new type of organlzation:._·---------------------4. Attach a listing of ALLent!tles effect9d by the aiX>ve change(s). . . . . . A ·commercialregistered agent shall promotly furnish each entltv It represents with notice of the filing of a statement of change, · '· 1 understand lhat knowingly signing a fal!)e documenwith the Intent to fife wllh the Arkansas Secretaryf Stale is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or Imprisonment up to 30 days. 28th day of · April 2008 Executed this · l · ·_, . ut CRA..CF Rev.08107 NO FEE ---··-·-----

CERTIFIED COPY FILED -Arkansas SecretarY of State-Mark Martin-Doc#:2804857002-Filing#: 100136874 -Filed On£ 1012/2012 1:07:00 PM-Page(s):1 Arkansas Secretary of State State Capitol • Little Rock, Arkansas 72201-1094 501-682-3409 • www.sos.arkansas.gov Mark Martin Business & Commercial Services, 250 Victory Building, 1401W. Capitol, Little Rock CERTIFICATE OF AMENDMENT TO ARTICLES OF ORGANIZATION for Limited Liability Company The undersigned, pursuant to Act 1003 of 1993, sets forth the following: 1. The name of the Limited Liability Company is: _T_h_e_M_e_sh_Co_m...;p a...;ny:....:,_L_L_c _ ' and it is duly organized, created and existing under and by virtue of the laws of the State of Arkansas. 1996 2. The Articles of Organization were filed on: -=O-=c..;.;to-=b..;.;er;_2;.;;5 _ 2010 3. The amendment to the Articles of Organization was adopted on:_M_a_rc_h_J_I _ and is; Article Fifth of the company's October 25,1996 Articles of Organization is hereby deleted in its entirety. Management of the company is vested exclusively in the sole Member. If this is a restatement of Arlides of Organization, please write in the words "Restatement of Articles of ----.,..------­ (fill in with the present name of your company). 4. l i l M.Trevor Myers, President and CEO ofCioyes Gear and Products, Inc., the sole Member Signature Tille Filing Fee: $25.00 LL-02 Rev. 2103 I 11RIIl6 ·1)21{)1/2011 C T Syslem Oalino

CERTIFIED COPY FILED-Arkansas SecretarY of State-Mark Martin-Doc#: 7557890002-Filing#:100136874 -Filed On:7/5/2016 - Page(s):1 Arkansas Secre ary of State 1401W.Capitol, Suite 2SO, Little Rock, AR 72201 Mark Martin 501-682-3409 • www.sos.arkansas.gov INSTRUCTIONS:File with the Secretary of State's Office, Business Services Division,State Capitol, Little Rock, Arkansas 72201-1094. A copy will be returned to the entity and must be filed with the County Clerk in the coun­ ty in which the entity's registered office is located (unless registered office is in Pulaski County). APPLICATION FOR FICTITIOUS NAME § Nonprofit Corporation ($25.00 fee) Select entity type: For-Profit Corporation ($25.00 tee) General Partnership ($15.oo fee) LLC ($25.00 tee) LLLP ($15.00 tee) Limited Partnership ($15.00 fee) LLP ($15.00 fee) (Make Checks Payable To:Arkansas Secretary of State) Pursuant to the provisions of Arkansas law, the undersigned entity hereby applies for the use of a fictitious name and submits herewith the following statement: The fictitious name under which the business is being, or will be, conducted by this entity is: MPG Gear Technologies 1. 2. The character· of the business being, or to be, conducted under such fictitious name is: 1012511996 3. a} The entity name of the applicant and its date of qualification in Arkansas:Date: Name: THE MESH COMPANY, LLC. b) The entity is lXI Domestic DForeign (state of domestic registration) -------c) The location (city and street address} of the registered office of the applicant entity in Arkansas is: 124 WEST CAPITOL AVE, #1900 LITTLE ROCK AR 72201 Street State ZIP Code City I understand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or impris­ onment up to 30 days. Authorizing Officer --=J,...A= =-...:!'-..:.tJ=--b-=-t l:;...cK'-=----------------(Type or Print) Authorized Signature: -------1 L..:.__._.._._JY}L .!.... l_::=... _ (Chairman,Partner or other authorized person) Address: ,Yc...L')..::..../,Si..._q lt A.;;...:U:..!..:VA:..:.::W::s£.....=b1Lf:.......:....:.IJ"+-f,....:... _l..Lf.:....:.:: :rw .,.._M ; t--l4!...A;;gL.:...t 7..:....:0:::....._ DN-1BIF·18 Rev.08115 ARO12 • 91151201S Wol-Kluwer Oolino

CERTIFIED COPY FILED·Arkansas Secretacy of State-Mark Martin·Doc#: 7557890003-Filing#:100136874 ·Filed On:7/5/2016 • Page(s):1 Arkansas Secretary of State 1401W. Capitol, Suite 250, Little Rock, AR 72201 Mark Martin 501-682·3409 • www.sos.arkansas.gov INSTRUCTIONS:File with the Secretary of State's Office, Business Services Division, State Capitol, Uttle Rock, Arkansas 72201-1094. A copy will be returned to the entity and must be filed with the County Clerk in the coun­ ty in which the entity's registered office is located (unless registered office is in Pulaski County). APPLICATION FOR FICTITIOUS NAME §Nonprofit Corporation ($25.oo tee) Select entity type: For-Profit Corporation ($25.00 tee) General Partnership ($15.00 tee) LLC ($25.00 tee) LLLP ($15.oo tee) . Limited Partnership ($15.00fee} LLP ($15.00 tee) (Make Checks Payable To: Arl<ansas Secretary of State) Pursuant to the provisions of Arkansas law, the undersigned entity hereby applies for the use of a fictitious name and submits herewith the following statement: 1. The fictitious name under which the business is being, or will be, conducted by this entity is: MPG Performance Driven 2. The character of the business being, or to be, conducted under such fictitious name is: 1012511996 3. a) The entity name of the applicant and its date of qualification in Arkansas: Date: Name: THE MESH COMPANY, LLC. b) The entity is !ZIDomestic DForeign (state of domestic registration) -------c) The location (city and street address) of the registered office of the applicant entity in Arkansas is: 124 WEST CAPITOL AVE, #1900 LITTLE ROCK AR 72201 Street City State ZIP Code Iunderstand that knowingly signing a false document with the intent to file with the Arkansas Secretary of State is a Class C misdemeanor and is punishable by a fine up to $100.00 and/or impris­ onment up to 30 days. Authorizing Officer _ !oJ!I!!!.!...:A:.:..: VL:A:.:.!tJ:=....b t.odJ t:......_ _ (Type or Print) Authorized Signature: ----1/:.._ L_..--"f/) !:...._'-. -----------l (Chairman, Partner or other authorized person) Address: .......:"'\w"lu: lt 5u ..... !.\\'Al.!1=:L.::.J.JYA Jtl>!!!!!!:L..'b g.s=·. _..!. ..=l..."f..u'MQl.:( =-Dl ,.....!.V'I\.:..L.:_l _4..!:.-:'f>:::..:.t.....:.'l-=.0 _ DN-18/F-18 Rev.08115 AROI2 • 9/ISJ201S Woltm Kluwer Online

EX-3.126

Exhibit 3.126

SECOND AMENDED AND RESTATED

OPERATING AGREEMENT

OF

THE MESH COMPANY, LLC

The undersigned, being the sole member of The Mesh Company, LLC, an Arkansas limited liability company (the “Company”), does hereby execute this Second Amended and Restated Operating Agreement (this “Operating Agreement”) of the Company effective the 11th day of March, 2010.

RECITALS

A.The Company was formed as an Arkansas limited liability company on the 6th day of June, 1996, upon the filing of its Articles of Organization with the Secretary of State of the State of Arkansas;

B.Pursuant to the Operating Agreement of the Company, dated October 25, 1996 (the “1996 Agreement”), Trevorco, Inc. (“Trevorco”) was a member of the Company and owned a 60% membership interest (the “Membership Interests’’) in the Company;

C.Pursuant to an Assignment of Membership Interests dated May 17, 2006, Trevorco assigned all of its right, title and interest in and to its Membership Interests in the Company free and clear of all claims and encumbrances to Cloyes Gear and Products, Inc. (“Cloyes”) and in connection therewith, Cloyes entered into an Amended and Restated Operating Agreement of the Company on such date (the “2006 Operating Agreement”);

D.The Member (as defined below) wishes to amend and restate the 2006 Operating Agreement and enter into this Operating Agreement to provide for, among other things, the application of Article 8 of the Arkansas UCC (as defined below) to the membership interests of the Company, the management and operation of the Company and certain other matters; and

E.Pursuant to the above, the Company hereby amends and restates its operating agreement as follows:

MEMBER

Cloyes is the sole member of the Company (the “Member”). All actions taken and all things done and all expenditures made by any authorized representative of the Company, including, without limitation, the Member, in connection with its organization and qualification are hereby ratified, approved and confirmed in all respects.

1

ARTICLE I

OFFICE

The principal office of the Company is in the State of Arkansas, and shall be located at 6101 Phoenix Avenue #2, Fort Smith, AR 72903 or at such other location designated by the Member (the “Principal Office”). The Company may have such other offices as the Member may designate or as the business of the Company may require. The name and address of the statutory agent of the Company is as set forth in the Company’s Articles of Organization, and such agent and address of agent may be changed from time to time by the Member.

ARTICLE II

PURPOSE

The purpose for which the Company is organized is to conduct any lawful business purposes as set forth in the Small Business Entity Tax Pass Through Act of the Arkansas Code. The Company shall have all of the powers granted to a limited liability company under the laws of the State of Arkansas, including, without limitation, the powers specifically enumerated in Clause (b) of Section 4-32-106 of the Arkansas Code (the “Act”).

ARTICLE III

DURATION OF THE COMPANY

Unless extended by agreement of the Members or earlier dissolved or terminated pursuant to law or the provisions of this Agreement by the Member, the Company as herein constituted shall continue until December 31, 2046.

ARTICLE IV

CAPITAL CONTRIBUTIONS

The Member has contributed all of the capital of the Company required as of the date hereof and may, but is not obligated to, in the future contribute any additional capital deemed necessary by the Member for the operation of the Company.

ARTICLE V

OWNERSHIP OF MEMBERSHIP INTERESTS

The Member owns all of the membership interests in the Company and the Member is entitled to 100% distributive share of the Company’s profits, losses and cash flow.

2

ARTICLE VI

MANAGEMENT

Management of the Company is vested exclusively in the sole Member, but such Member shall be entitled to appoint or authorize representatives to act on behalf of the Company and to delegate the authority otherwise reserved to the Member to such representatives as it deems necessary or appropriate. The signature of the Member of the Company shall be sufficient to bind the Company with respect to any matter on which the Member shall be required or entitled to act. The Member has the power, on behalf of the Company; to do all things necessary or convenient to carry out the business and affairs of the Company. A copy of this Operating Agreement may be shown to third parties (and all third parties may rely hereupon) in order to confirm the identity and authorization of the Member.

ARTICLE VII

BOOKS AND RECORDS

The Company books shall be maintained at the Principal Office. The books shall be kept on a calendar year basis, and shall be closed and balanced at the end of each such year. The Member shall cause all known business transactions pertaining to the purpose of the Company to be entered properly and completely into said book. The Member will prepare and file on behalf of the Company all tax returns in a timely manner.

ARTICLE VIII

LIQUIDATION

Upon dissolution pursuant to Article III, the Company business and Company assets shall be liquidated in an orderly manner. Cloyes shall be the liquidator to wind up the affairs of the Company pursuant to this Operating Agreement. In performing its duties, the liquidator is authorized to sell, distribute, exchange or otherwise dispose of Company assets in accordance with applicable law in any reasonable manner that the liquidator shall determine to be in the best interests of the Member.

ARTICLE IX

DISTRIBUTIONS

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

3

ARTICLE X

ADMISSION OF ADDITIONAL OR SUBSTITUTE MEMBERS

No substitute or additional member shall be admitted to the Company without the written approval of the Member, acting in its sole discretion.

ARTICLE XI

LIABILITY OF MEMBERS AND OFFICERS

No current or former member, member designee, or officer (each, an “Indemnified Person”) shall have any liability for the obligations or liabilities of the Company, except to the extent, if any, expressly provided in the Act.

ARTICLE XII

EXCULPATION AND INDEMNIFICATION

(a)No Indemnified Person shall be personally liable for any breach of duty in such person’s capacity as a member, member designee or officer of the Company; provided, however, that the foregoing shall not eliminate or limit the liability of any Indemnified Person if a judgment or other final adjudication adverse to the Indemnified Person establishes (i) that the Indemnified Person’s acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or (ii) that the Indemnified Person in fact personally gained a financial profit or other advantage to which the Indemnified Person was not legally entitled.

(b)The Company shall, to the fullest extent permitted by the Act, indemnify and hold harmless, and advance expenses to, any Indemnified Person against any losses, claims, damages or liabilities to which the Indemnified Person may become subject in connection with this Agreement or the Company’s business or affairs.

(c)Notwithstanding anything else contained in this Agreement, the indemnity obligations of the Company under paragraph (b) above shall:

(i)be in addition to any liability that the Company may otherwise have;

(ii)extend upon the same terms and conditions to the directors, committee members, officers, partners, members and employees of the Indemnified Persons;

(iii)inure to the benefit of the successors, assigns; heirs and personal representatives, of the Indemnified Person and any such persons, and

(iv)be limited to the assets of the Company.

4

(d)This Article XII shall survive any termination of this Agreement and the dissolution of the Company.

ARTICLE XIII

AMENDMENTS

This Operating Agreement may be amended by a written instrument adopted by the Member and executed by the Member at any time, for any purpose, at the sole discretion of the Member.

ARTICLE XIV

MEMBERSHIP INTERESTS

The name of, notice address for, and number of equity securities of the Company (“Units”), held by the Member are set forth in Schedule A attached hereto. Each Unit in the Company shall constitute and shall remain a “security” within the meaning of, and governed by, Article 8 of the Uniform Commercial Code as in effect from time to time in the State of Arkansas (the “Arkansas UCC”). Each Unit in the Company shall be evidenced by a certificate issued by the Company (“Certificates”). Certificates shall be signed by an authorized signatory and shall be in such form or forms as the Member shall approve. The certificated interests shall be in “registered form” within the meaning of Article 8 of the Arkansas UCC.

ARTICLE XV

SEVERABILITY

Each provision of this Agreement shall be considered separable and if for any reason any provision or provisions hereof are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

ARTICLE XVI

MISCELLANEOUS

This Operating Agreement is made by the Member for the exclusive benefit of the Company, its Member, and his successors and assignees. This Operating Agreement is expressly not intended for the benefit of any creditor of the Company or any other person or entity. Except and only to the extent provided by applicable statute or otherwise in this Operating Agreement, no such creditor or third party shall have any rights under this Operating Agreement or any agreement between the Company and the Member with respect to any capital contribution or otherwise.

* * * * *

5

IN WITLESS WHEREOF the Member has hereunto set his hand effective the day and year first above written.

CLOYES GEAR AND PRODUCTS, INC.
By:	/s/ M. Trevor Myers
Name:	M. Trevor Myers,
Title:	President and Chief Executive Officer

Signature Page to Second Amended and Restated Operating Agreement of The Mesh Company, LLC

SCHEDULE A

UNITS

NAME	NOTICE ADDRESS	NUMBER OF UNITS
Cloyes Gear and Products, Inc.	6101 Phoenix Avenue #2 Fort Smith, AR 72903	1,000

A-1

EX-5.1

Exhibit 5.1

599 LEXINGTON AVENUE  |  NEW YORK  |  NY  |  10022-6069

WWW.SHEARMAN.COM  |  T +1.212.848.4000  |  F +1.212.848.7179

December 15, 2017

American Axle & Manufacturing, Inc.

One Dauch Drive

Detroit, Michigan 48211

American Axle & Manufacturing, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to American Axle & Manufacturing, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of the Company’s (i) 6.250% Senior Notes due 2025 (the “2025 Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Exchange Notes (the “2025 Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as guarantors (collectively, the “Guarantors”) and (ii) 6.500% Senior Notes due 2027 (the “2027 Exchange Notes” and together with the 2025 Exchange Notes, the “Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Exchange Notes (the “2027 Exchange Note Guarantees” and together with the 2025 Exchange Note Guarantees, the “Exchange Note Guarantees”) by each of the Guarantors.

Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offers”) up to (i) $700,000,000 aggregate principal amount of 2025 Exchange Notes for a like amount of its outstanding 6.250% Senior Notes due 2025 issued on March 9, 2017 (the “2025 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2025 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Restricted Notes by the Guarantors and (ii) $500,000,000 aggregate principal amount of 2027 Exchange Notes for a like amount of its outstanding 6.500% Senior Notes due 2027 issued on March 9, 2017 (the “2027 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2027 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Restricted Notes by the Guarantors.

ABU DHABI  |  BEIJING  |  BRUSSELS  |  DUBAI  |  FRANKFURT  |  HONG KONG  |  LONDON  |  MENLO PARK  |  MILAN  |  NEW YORK

PARIS  |  ROME  |  SAN FRANCISCO  |  SÃO PAULO  |  SAUDI ARABIA*  |  SHANGHAI  |  SINGAPORE  |  TOKYO  |  TORONTO  |  WASHINGTON, DC

SHEARMAN & STERLING LLP IS A LIMITED LIABILITY PARTNERSHIP ORGANIZED IN THE UNITED STATES UNDER THE LAWS OF THE STATE OF DELAWARE, WHICH LAWS LIMIT THE PERSONAL LIABILITY OF PARTNERS.

*DR. SULTAN ALMASOUD & PARTNERS IN ASSOCIATION WITH SHEARMAN & STERLING LLP

The 2025 Exchange Notes, the 2025 Exchange Note Guarantees, the 2027 Exchange Notes and the 2027 Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offers pursuant to the Indenture dated as of November 3, 2011, as supplemented by the First Supplemental Indenture dated as of March 23, 2017, and the Second Supplemental Indenture, dated as of May 17, 2017, by and among the Company, certain Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (as amended and supplemented, the “Indenture”).

In our capacity as counsel to the Company, we have reviewed originals or copies of the following documents:

(a)The Indenture (including the Exchange Note Guarantees contained therein).

(b)The Exchange Notes in global form to be executed by the Company.

The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents.”

We have also reviewed the following:

(a)The Registration Statement.

(b)The Prospectus.

(c)The Registration Rights Agreement, dated as of March 23, 2017 by and among the Company, certain Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein, relating to the 2025 Restricted Notes.

(d)The Registration Rights Agreement, dated as of March 23, 2017, by and among the Company, certain Guarantors and J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein, relating to the 2027 Restricted Notes.

(e)Copies of the certificate of incorporation, articles of incorporation, certificate of formation, by-laws and operating agreement (as applicable) of each Guarantor named in Schedule A hereto under the heading “Covered Guarantors” (the “Covered Guarantors”), as amended through the date hereof.

(f)Originals or copies of such other records of the Company and the Guarantors, certificates of public officials and officers of the Company and  the Guarantors and agreements and other documents as we have deemed necessary as a basis for the opinions expressed below.

2

In our review of the Opinion Documents and other documents, we have assumed:

(a)The genuineness of all signatures.

(b)The authenticity of the originals of the documents submitted to us.

(c)The conformity to authentic originals of any documents submitted to us as copies.

(d)As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company and the Guarantors.

(e)That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Covered Guarantors, enforceable against each such party in accordance with its terms.

(f)That:

(i)Each Guarantor other than the Covered Guarantors (each, a “Non-Covered Guarantor”) is an entity validly existing under the laws of the jurisdiction of its organization.

(ii)Each Non-Covered Guarantor has power and authority (corporate or otherwise) to execute, deliver and perform, and has duly authorized, executed and delivered (except to the extent Generally Applicable Law (as defined below) is applicable to such execution and delivery), the Opinion Documents to which it is a party.

(iii)The execution, delivery and performance by the Company and each Guarantor of the Opinion Documents to which it is a party do not and will not:

(A)except with respect to the Company and each Covered Guarantor, contravene its certificate or articles of incorporation, by-laws or other organizational documents; or

(B)except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it.

(g)That the execution, delivery and performance by the Company and each Guarantor of the Opinion Documents to which it is a party do not and will not result in any conflict with or breach of any agreement or document binding on it.

(h)That, except with respect to Generally Applicable Law, no authorization, approval, consent or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Company and each Guarantor of any Opinion Document to which it is a party or, if any such authorization,

3

approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including in each case the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Guarantors, the Opinion Documents or the transactions governed by the Opinion Documents, and for purposes of assumption paragraphs (f) and (h) above and our opinions in paragraphs 1 and 2 below, the General Corporation Law and the Limited Liability Company Act of the State of Delaware with respect to the Company and the Covered Guarantors.  Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Guarantors, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

1.The Exchange Notes have been duly authorized by the Company and when executed and delivered by the Company and authenticated by the Trustee in accordance with the terms of the Indenture, and when issued upon consummation of the Exchange Offers as set forth in the Registration Statement, the Exchange Notes will be the legal, valid and binding obligations of the Company.

2.The Exchange Note Guarantees by the Covered Guarantors have been duly authorized by such Guarantors and when the Exchange Note Guarantees have been duly executed and delivered by the Company and the Covered Guarantors upon consummation of the Exchange Offers as set forth in the Registration Statement, the Exchange Note Guarantees will be the legal, valid and binding obligations of each Covered Guarantor.

Our opinions expressed above are subject to the following qualifications:

(a)Our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

(b)Our opinions are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

We understand that this opinion is to be used in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name in the Prospectus contained therein under the caption “Legal Matters.”  In

4

giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

LLJ/RDG/AP

LN

5

SCHEDULE A

Covered Guarantors

Guarantor Name	Jurisdiction of Formation	Type of Entity
American Axle & Manufacturing Holdings, Inc.	Delaware	Corporation
AAM International Holdings, Inc.	Delaware	Corporation
Auburn Hills Manufacturing, Inc.	Delaware	Corporation
Oxford Forge, Inc.	Delaware	Corporation
Colfor Manufacturing, Inc.	Delaware	Corporation
Accugear, Inc.	Delaware	Corporation
Metaldyne Performance Group, Inc.	Delaware	Corporation
MPG Holdco I Inc.	Delaware	Corporation
Metaldyne BSM, LLC	Delaware	Limited Liability Company
Metaldyne M&A Bluffton, LLC	Delaware	Limited Liability Company
Metaldyne Powertrain Components, Inc.	Delaware	Corporation
Metaldyne Sintered Ridgway, LLC	Delaware	Limited Liability Company
Metaldyne SinterForged Products, LLC	Delaware	Limited Liability Company
Punchcraft Machining and Tooling, LLC	Delaware	Limited Liability Company
HHI FormTech, LLC	Delaware	Limited Liability Company
Jernberg Industries, LLC	Delaware	Limited Liability Company
Impact Forge Group, LLC	Delaware	Limited Liability Company
ASP HHI Holdings, Inc.	Delaware	Corporation
ASP HHI Intermediate Holdings, Inc.	Delaware	Corporation
ASP HHI Intermediate Holdings II, Inc.	Delaware	Corporation
ASP HHI Acquisition Co., Inc.	Delaware	Corporation
Forging Holdings, LLC	Delaware	Limited Liability Company
Hephaestus Holdings, LLC	Delaware	Limited Liability Company
HHI FormTech Holdings, LLC	Delaware	Limited Liability Company
HHI Forging, LLC	Delaware	Limited Liability Company
Gearing Holdings, LLC	Delaware	Limited Liability Company
Cloyes Gear Holdings, LLC	Delaware	Limited Liability Company

A-1

Guarantor Name	Jurisdiction of Formation	Type of Entity
Jernberg Holdings, LLC	Delaware	Limited Liability Company
Impact Forge Holdings, LLC	Delaware	Limited Liability Company
ASP MD Holdings, Inc.	Delaware	Corporation
ASP MD Intermediate Holdings, Inc.	Delaware	Corporation
ASP MD Intermediate Holdings II, Inc.	Delaware	Corporation
MD Investors Corporation	Delaware	Corporation
Metaldyne, LLC	Delaware	Limited Liability Company
Gear Design and Manufacturing, LLC	Delaware	Limited Liability Company
Grede LLC	Delaware	Limited Liability Company
Grede Holdings LLC	Delaware	Limited Liability Company
ASP Grede Intermediate Holdings LLC	Delaware	Limited Liability Company
GSC RIII - Grede LLC	Delaware	Limited Liability Company
Shop IV Subsidiary Investment (Grede), LLC	Delaware	Limited Liability Company
HHI Holdings, LLC	Delaware	Limited Liability Company
Grede II LLC	Delaware	Limited Liability Company
ASP Grede AcquisitionCo LLC	Delaware	Limited Liability Company

A-2

EX-5.2

Exhibit 5.2

AMERICAN AXLE & MANUFACTURING, INC.

One Dauch Drive

Detroit, MI 48211

(313) 758-2000

David E. Barnes

Vice President and General Counsel

American Axle & Manufacturing Holdings, Inc.

December 15, 2017

American Axle & Manufacturing, Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

Reference is made to the registration statement on Form S-4 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) on or about December 15, 2017 by American Axle & Manufacturing, Inc., a Delaware corporation (“AAM, Inc.” or the “Company”), American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Holdings”), and each of the subsidiary guarantors named in Schedule A hereto (collectively, the “Subsidiary Guarantors” and, together with AAM, Inc. and Holdings, the “Registrants”). The Registration Statement relates to the issuance pursuant to the Securities Act of 1933, as amended (the “Securities Act”) by the Company of (i) 6.250% Senior Notes due 2025 (the “2025 Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Exchange Notes (the “2025 Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as guarantors (collectively, the “Guarantors”) and (ii) 6.500% Senior Notes due 2027 (the “2027 Exchange Notes” and together with the 2025 Exchange Notes, the “Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Exchange Notes (the “2027 Exchange Note Guarantees” and together with the 2025 Exchange Note Guarantees, the “Exchange Note Guarantees”) by each of the Guarantors.

Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offers”) up to (i) $700,000,000 aggregate principal amount of 2025 Exchange Notes for a like amount of its outstanding 6.250% Senior Notes due 2025 issued on March 9, 2017 (the “2025 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2025 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Restricted Notes by the Guarantors and (ii) $500,000,000 aggregate principal amount of 2027 Exchange Notes for a like amount of its outstanding 6.500% Senior Notes due 2027 issued on March 9, 2017 (the “2027 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2027 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Restricted Notes by the Guarantors.

The 2025 Exchange Notes, the 2025 Exchange Note Guarantees, the 2027 Exchange Notes and the 2027 Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offers pursuant to the Indenture dated as of November 3, 2011, as supplemented by the First

Supplemental Indenture dated as of March 23, 2017, and the Second Supplemental Indenture, dated as of May 17, 2017, by and among the Company, certain Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (as amended and supplemented, the “Indenture”).

As Vice President and General Counsel of Holdings and AAM, Inc., the direct parent company of each Subsidiary Guarantor, and Director of each Subsidiary Guarantor named in Schedule B hereto (the “Covered Guarantors”), I am familiar with the incorporation documents and bylaws of each Covered Guarantor and with the affairs of each Covered Guarantor.  In rendering the opinions set forth below, I have examined or caused to be examined such agreements, documents, instruments and records as I deemed necessary or appropriate under the circumstances for me to express such opinions.  In rendering such opinions, I also have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee.

With regard to the opinions set forth below, insofar as they relate to the Subsidiary Guarantees as valid, binding and enforceable obligations of each Subsidiary Guarantor, I have relied solely upon an opinion letter dated the date hereof from Shearman & Sterling LLP, New York, New York, with respect to all matters of New York law related thereto.  Based on the foregoing, and subject to the assumptions and qualifications set forth above, it is my opinion that the Subsidiary Guarantees, when duly executed by the Covered Guarantors and delivered by the Covered Guarantors upon consummation of the Exchange Offers as set forth in the Registration Statement, will be legally issued and will constitute valid and binding obligations of the Covered Guarantors, enforceable against each Covered Guarantor in accordance with their terms and entitled to the benefits of the Indenture, except to the extent that the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and I hereby consent to the reference made to me under the heading “Legal Matters” set forth in the prospectus forming a part of the Registration Statement.  In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
American Axle & Manufacturing, Inc.
By:	/s/ David E. Barnes
Name:	David E. Barnes
Title:	Vice President and General Counsel

[Signature Page to Opinion of General Counsel]

SCHEDULE A

Subsidiary Guarantors

Guarantor Name	Jurisdiction of Formation	Type of Entity
AAM International Holdings, Inc.	Delaware	Corporation
Auburn Hills Manufacturing, Inc.	Delaware	Corporation
Oxford Forge, Inc.	Delaware	Corporation
MSP Industries Corporation	Michigan	Corporation
Colfor Manufacturing, Inc.	Delaware	Corporation
Accugear, Inc.	Delaware	Corporation
Rochester Manufacturing, LLC	Indiana	Limited Liability Company
Metaldyne Performance Group, Inc.	Delaware	Corporation
MPG HOLDCO I INC.	Delaware	Corporation
Metaldyne BSM, LLC	Delaware	Limited Liability Company
Metaldyne M&A Bluffton, LLC	Delaware	Limited Liability Company
Metaldyne Powertrain Components, Inc.	Delaware	Corporation
Metaldyne Sintered Ridgway, LLC	Delaware	Limited Liability Company
Metaldyne SinterForged Products, LLC	Delaware	Limited Liability Company
Punchcraft Machining and Tooling, LLC	Delaware	Limited Liability Company
HHI FormTech, LLC	Delaware	Limited Liability Company
Jernberg Industries, LLC	Delaware	Limited Liability Company
Impact Forge Group, LLC	Delaware	Limited Liability Company
ASP HHI Holdings, Inc.	Delaware	Corporation
ASP HHI Intermediate Holdings, Inc.	Delaware	Corporation
ASP HHI Intermediate Holdings II, Inc.	Delaware	Corporation
ASP HHI Acquisition Co., Inc.	Delaware	Corporation
Forging Holdings, LLC	Delaware	Limited Liability Company
Hephaestus Holdings, LLC	Delaware	Limited Liability Company
HHI FormTech Holdings, LLC	Delaware	Limited Liability Company
HHI Forging, LLC	Delaware	Limited Liability Company
Gearing Holdings, LLC	Delaware	Limited Liability Company

A-1

Guarantor Name	Jurisdiction of Formation	Type of Entity
Cloyes Gear Holdings, LLC	Delaware	Limited Liability Company
Jernberg Holdings, LLC	Delaware	Limited Liability Company
Impact Forge Holdings, LLC	Delaware	Limited Liability Company
ASP MD Holdings, Inc.	Delaware	Corporation
ASP MD Intermediate Holdings, Inc.	Delaware	Corporation
ASP MD Intermediate Holdings II, Inc.	Delaware	Corporation
MD Investors Corporation	Delaware	Corporation
Metaldyne, LLC	Delaware	Limited Liability Company
Gear Design and Manufacturing, LLC	Delaware	Limited Liability Company
Grede Wisconsin Subsidiaries LLC	Wisconsin	Limited Liability Company
Cloyes Gear and Products, Inc.	Ohio	Corporation
Grede LLC	Delaware	Limited Liability Company
Grede Holdings LLC	Delaware	Limited Liability Company
ASP Grede Intermediate Holdings LLC	Delaware	Limited Liability Company
GSC RIII - Grede LLC	Delaware	Limited Liability Company
Shop IV Subsidiary Investment (Grede), LLC	Delaware	Limited Liability Company
HHI Holdings, LLC	Delaware	Limited Liability Company
Grede II LLC	Delaware	Limited Liability Company
ASP Grede AcquisitionCo LLC	Delaware	Limited Liability Company
The Mesh Company, LLC	Arkansas	Limited Liability Company

A-2

SCHEDULE B

Covered Guarantors

Guarantor Name	Jurisdiction of Formation	Type of Entity
MSP Industries Corporation	Michigan	Corporation
Rochester Manufacturing, LLC	Indiana	Limited Liability Company
Grede Wisconsin Subsidiaries LLC	Wisconsin	Limited Liability Company
Cloyes Gear and Products, Inc.	Ohio	Corporation
The Mesh Company, LLC	Arkansas	Limited Liability Company

B-1

EX-21.1

Exhibit 21.1

American Axle & Manufacturing Holdings, Inc.	Delaware	n/a
American Axle & Manufacturing, Inc.	Delaware	100	%
Colfor Manufacturing, Inc.	Delaware	100	%
MSP Industries Corporation	Michigan	100	%
AccuGear, Inc.	Delaware	100	%
Oxford Forge, Inc.	Delaware	100	%
Auburn Hills Manufacturing, Inc.	Delaware	100	%
AAM Travel Services, LLC	Michigan	100	%
Rochester Manufacturing, LLC	Indiana	100	%
Diversified Mfg & Assembly LLC	Michigan	49	%
AAM International Holdings, Inc.	Delaware	100	%
AAM Comércio e Participações Ltda.	Brazil	92.57	%
AAM do Brasil Ltda.	Brazil	90.76	%
Changshu AAM Automotive Driveline High Technology Manufacturing Co. Ltd.	China	100	%
American Axle & Manufacturing Korea, Inc.	Korea	100	%
AAM India Manufacturing Corporation Private Limited	India	99.92	%
AAM Poland Sp. z o. o.	Poland	100	%
Albion Automotive (Holdings) Ltd	Scotland	100	%
Albion Automotive Limited	Scotland	100	%
AAM Germany GmbH	Germany	100	%
American Axle & Manufacturing (Thailand) Co., Ltd.	Thailand	99.99	%
Hefei AAM Automotive Driveline & Chassis System Co., Ltd.	China	50	%
AAM Luxembourg S.à r.l.	Luxembourg	100	%
AAM International S.à r.l.	Luxembourg	100	%
e-AAM Driveline Systems AB	Sweden	100	%
AAM Investment Management (Shanghai) Co. Ltd.	China	100	%
AAM Commercial & Trading (Shanghai) Co., Ltd.	China	100	%
USM Mexico Manufacturing, LLC	Delaware	100	%
USM Holdings, LLC II	Michigan	100	%
USM Holdings, LLC	Michigan	100	%
AAM Maquiladora Mexico, S. de R.L. de C.V.	Mexico	93.29	%
AAM Mexico Holdings LLC	Delaware	100	%
American Axle & Manufacturing de Mexico Holdings S. de R.L. de C.V.	Mexico	99.99	%
American Axle & Manufacturing de Mexico S. de R.L. de C.V.	Mexico	99.99	%
Metaldyne Performance Group, Inc.	Delaware	100	%
MPG Holdco I Inc.	Delaware	100	%
ASP Grede Intermediate Holdings LLC	Delaware	100	%
ASP Grede AcquisitionCo LLC	Delaware	100	%
GSC RIII - Grede LLC	Delaware	100	%
Grede Holdings LLC	Delaware	82.30	%
Grede II LLC	Delaware	100	%
Grede Machining LLC	Delaware	100	%

Citation Lost Foam Patterns, LLC	Delaware	100	%
Grede Wisconsin Subsidiaries LLC	Wisconsin	100	%
Grede Omaha LLC	Delaware	100	%
Grede Radford LLC	Delaware	100	%
Citation Camden Casting Center LLC	Tennessee	100	%
Skokie Casting, LLC	Illinois	100	%
Novocast, S. de R. L. de C.V.	Mexico	89.20	%
Transformaciones Especializadas NC, S.A. de C.V.	Mexico	99.99	%
Brillion Iron Works, Inc.	Delaware	100	%
Grede LLC	Delaware	100	%
Novogredetek Holdings, S. de R.L. de C.V.	Mexico	96.8	%
Shop IV Subsidiary Investment (Grede), LLC	Delaware	100	%
ASP MD Holdings, Inc.	Delaware	100	%
ASP MD Intermediate Holdings, Inc.	Delaware	100	%
ASP MD Intermediate Holdings II, Inc.	Delaware	100	%
MD Investors Corporation	Delaware	100	%
Metaldyne LLC	Delaware	100	%
Metaldyne SinterForged Products, LLC	Delaware	100	%
Metaldyne BSM, LLC	Delaware	100	%
Metaldyne Sintered Ridgway, LLC	Delaware	100	%
Metaldyne M&A Bluffton, LLC	Delaware	100	%
Metaldyne Powertrain Components, Inc.	Delaware	100	%
Gear Design and Manufacturing, LLC	Delaware	100	%
Punchcraft Machining and Tooling, LLC	Delaware	100	%
Metaldyne Tubular Components, LLC	Delaware	100	%
Metaldyne Japan Corporation	Japan	100	%
MetaldyneLux S.à.r.l.	Luxembourg	100	%
MetaldyneLux Holding S.à.r.l.	Luxembourg	100	%
Metaldyne Europe S.à.r.l..	Luxembourg	99.99	%
Metaldyne Engine Holdings, S.L.U.	Spain	100	%
Metaldyne International Spain, S.L.U.	Spain	100	%
Metaldyne Sintered Components España, S.L.U.	Spain	100	%
Metaldyne International France SAS	France	100	%
Metaldyne GmbH	Germany	100	%
H+B Hyprotec Technologie Verwaltungs GmbH	Germany	100	%
Metaldyne Zell Verwaltungs GmbH	Germany	100	%
Metaldyne International (UK) Ltd.	United Kingdom	100	%
Metaldyne International Deutschland GmbH	Germany	100	%
Metaldyne Nürnberg GmbH	Germany	100	%
Metaldyne Oslavany, spol. s.r.o.	Czech Republic	100	%
Metaldyne Grundstücks GbR	Germany	94.90	%

Metaldyne Componentes Automotivos do Brasil Ltda.	Brazil	99.99	%
Metaldyne Netherlands Sintered Holdings B.V.	Netherlands	100	%
Metaldyne Powertrain Mexico, S. de R.L. de C.V.	Mexico	99.99	%
MPG Mexico, S. de R.L. de C.V.	Mexico	99.97	%
Metaldyne Sintered Components Services S. de R.L. de C.V.	Mexico	99.99	%
Metaldyne Sintered Components Mexico, S. de R.L. de C.V.	Mexico	99.97	%
Metaldyne Drivetrain Mexico, S. de R.L. de C.V.	Mexico	99.99	%
Metaldyne Forged Products, S. de R.L. de C.V.	Mexico	99.99	%
Holzer Limited	United Kingdom	100	%
Metaldyne Korea Limited	Korea	100	%
Metaldyne Hong Kong Limited	Hong Kong	100	%
Metaldyne Mauritius Limited	Mauritius	100	%
Metaldyne Industries Limited	India	51	%
Metaldyne (Suzhou) Automotive Components Co., Ltd	China	100	%
ASP HHI Holdings Inc.	Delaware	100	%
ASP HHI Intermediate Holdings Inc.	Delaware	100	%
ASP HHI Intermediate Holdings II, Inc.	Delaware	100	%
ASP HHI Acquisition Co., Inc.	Delaware	100	%
HHI Holdings, LLC	Delaware	100	%
Bearing Holdings LLC	Delaware	100	%
Kyklos Holdings LLC	Delaware	100	%
Kyklos Bearing International, LLC	Delaware	100	%
Forging Holdings LLC	Delaware	100	%
Hephaestus Holdings LLC	Delaware	100	%
HHI FormTech Holdings, LLC	Delaware	100	%
HHI FormTech, LLC	Delaware	100	%
HHI Forging, LLC	Delaware	100	%
Jernberg Holdings LLC	Delaware	100	%
Jernberg Industries, LLC	Delaware	100	%
Impact Forge Holdings, LLC	Delaware	100	%
Impact Forge Group, LLC	Delaware	100	%
HHI Funding II LLC	Delaware	100	%
Gearing Holdings LLC	Delaware	100	%
Cloyes Gear Holdings, LLC	Delaware	100	%
Cloyes Gear and Products, Inc.	Ohio	100	%
The Mesh Company, LLC.	Arkansas	100	%
HDM Products, Inc.	Delaware	100	%
Cloyes Acquisition Company	Delaware	100	%
Cloyes Dynagear Mexicana S. de R.L. de C.V.	Mexico	80	%
Huzhou Mapleland Precision Forge Co., Ltd.	China	25	%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 10, 2017, relating to the financial statements and financial statement schedule of American Axle & Manufacturing Holdings, Inc. and the effectiveness of American Axle & Manufacturing Holdings, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of American Axle & Manufacturing Holdings, Inc. for the year ended December 31, 2016, and to the reference to us under the heading “Experts” in the prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Detroit, Michigan

December 15, 2017

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 2, 2017, relating to the consolidated financial statements and financial statement schedule of Metaldyne Performance Group Inc. and subsidiaries, and the effectiveness of Metaldyne Performance Group Inc. and subsidiaries’ internal control over financial reporting, appearing in the Current Report on Form 8-K/A filed by American Axle & Manufacturing Holdings, Inc. on March 6, 2017, and to the reference to us under the heading “Experts” in the prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Detroit, Michigan

December 15, 2017

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

American Axle & Manufacturing Holdings, Inc.

We consent to the use of our report dated February 29, 2016, except for the effects of the retrospective application of ASU 2015-03, Interest — Imputation of Interest (Topic 835-30), as disclosed in Note 4, to which the date is March 2, 2017, with respect to the consolidated balance sheet of Metaldyne Performance Group Inc. and subsidiaries as of December 31, 2015, and the related consolidated statements of operations, comprehensive income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015, and the related financial statement schedule for each of the years in the two-year period ended December 31, 2015, incorporated by reference in this Registration Statement and to the reference to our firm under the heading “Experts” in the Registration Statement on Form S-4 as filed by American Axle & Manufacturing Holdings, Inc. on December 15, 2017.

	/s/ KPMG LLP
Detroit, Michigan
December 15, 2017

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of

a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

James Kowalski

U.S. Bank National Association

535 Griswold Street, Suite 550

Detroit, MI  48226

(313) 234-4716

(Name, address and telephone number of agent for service)

American Axle & Manufacturing, Inc.

(Issuer with respect to the Securities)

Delaware	38-3138388
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Dauch Drive Detroit, Michigan	48221
(Address of Principal Executive Offices)	(Zip Code)

6.25% Senior Notes due 2025

6.50% Senior Notes Due 2027

(Title of the Indenture Securities)

FORM T-1

Item 1.GENERAL INFORMATION.  Furnish the following information as to the Trustee.

a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b)Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.AFFILIATIONS WITH OBLIGOR.  If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.LIST OF EXHIBITS:  List below all exhibits filed as a part of this statement of eligibility and qualification.

1.A copy of the Articles of Association of the Trustee.*

2.A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3.A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4.A copy of the existing bylaws of the Trustee.**

5.A copy of each Indenture referred to in Item 4.  Not applicable.

6.The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7.Report of Condition of the Trustee as of September 30, 2017 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR,  Registration Number 333-199863 filed on November 5, 2014.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Detroit, State of Michigan on the 15th of December, 2017.

By:	/s/ James Kowalski
	James Kowalski
	Vice President

3

Exhibit 2

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Keith A. Noreika
	Acting Comptroller of the Currency

4

Exhibit 3

	Office of the Comptroller of the Currency
	Washington, DC 20219

CERTIFICATION OF FIDUCIARY POWERS

I, Keith A. Noreika, Acting Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today, June 7, 2017, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	/s/ Keith A. Noreika
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: December 15, 2017
	By:	/s/ James Kowalski
		James Kowalski
		Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2017

($000’s)

	9/30/2017
Assets
Cash and Balances Due From Depository Institutions	$	20,502,653
Securities	110,797,206
Federal Funds	24,647
Loans & Lease Financing Receivables	277,953,611
Fixed Assets	4,538,527
Intangible Assets	12,820,876
Other Assets	25,614,306
Total Assets	$	452,251,826
Liabilities
Deposits	$	353,914,855
Fed Funds	992,263
Treasury Demand Notes	0
Trading Liabilities	989,885
Other Borrowed Money	31,965,947
Acceptances	0
Subordinated Notes and Debentures	3,300,000
Other Liabilities	14,438,977
Total Liabilities	$	405,601,927
Equity
Common and Preferred Stock	18,200
Surplus	14,266,915
Undivided Profits	31,565,657
Minority Interest in Subsidiaries	799,127
Total Equity Capital	$	46,649,899
Total Liabilities and Equity Capital	$	452,251,826

7

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

American Axle & Manufacturing, Inc.

OFFERS TO EXCHANGE
$700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025
FOR
REGISTERED 6.250% SENIOR NOTES DUE 2025

AND

$500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027
FOR
REGISTERED 6.500% SENIOR NOTES DUE 2027

PURSUANT TO THE PROSPECTUS
DATED                    , 2017

THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON                        , 2017, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS IN THE EXCHANGE OFFERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 11:59 p.m., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The information agent and exchange agent for the exchange offers is:

U. S. Bank National Association

By Mail or in Person
U. S. Bank National Association
535 Griswold Street, Suite 550
Detroit, Michigan 48226
Attention: James Kowalski

By Email or Facsimile Transmission (for Eligible Institutions Only)
Email: james.kowalski@usbank.com
Facsimile: (313) 963-9428

For Information and to Confirm by Telephone
(313) 234-4716

        DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED THEREFOR, WITH SIGNATURE GUARANTEE IF REQUIRED.

        The undersigned hereby acknowledges receipt of the prospectus dated                    , 2017 (the "Prospectus") of American Axle & Manufacturing,  Inc., a Delaware corporation ("AAM Inc."), and this Letter of Transmittal (or a facsimile thereof, the "Letter of Transmittal"), which together constitute AAM Inc.'s offers to exchange (the "exchange offers") all of its issued and outstanding 6.250% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of its outstanding 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of registered 6.500% Senior Notes due 2027 (the "2027 Exchange Notes"), pursuant to a registration statement of which the Prospectus is a part. The 2025 Restricted Notes and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes." The 2025 Exchange Notes and the 2027 Exchange Notes are collectively

referred to as the "Exchange Notes." All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate. The Restricted Notes were issued in private transactions on March 9, 2017, which are not subject to the registration requirements of the Securities Act. Certain terms used but not defined herein have the respective meanings given to them in the Prospectus.

        AAM Inc. reserves the right, at any time or from time to time, to extend the exchange offers at its discretion, in which event the term "Expiration Date" shall mean the latest date and time to which the exchange offers are extended.

        This Letter of Transmittal is to be used by a holder of Restricted Notes if (i) Restricted Notes are to be physically forwarded herewith to the exchange agent or (ii) delivery of Restricted Notes is to be made by book-entry transfer to the account maintained by the exchange agent at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under the caption "The Exchange Offers—Procedures for Tendering Restricted Notes." Tenders by book-entry transfer may also be made by delivering an agent's message (as defined in the Prospectus) pursuant to DTC's Automated Tender Offer Program in lieu of this Letter of Transmittal. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The term "holder" with respect to the exchange offers means any person in whose name Restricted Notes are registered on the books of AAM Inc. or any other person who has obtained a properly completed bond power from the registered holder. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the exchange offers. Holders who wish to tender their Restricted Notes must complete this Letter of Transmittal in its entirety.

Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below.

The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance for additional copies of the Prospectus and this Letter of Transmittal may be directed to the exchange agent.

        List below the Restricted Notes to which this Letter of Transmittal relates. If the space below is inadequate, list the registered numbers and principal amounts on a separate signed schedule and affix the list to this Letter of Transmittal.

DESCRIPTION OF RESTRICTED NOTES TENDERED
		Tendered Restricted Note(s)
Name(s) and Address(es) of Registered Holder(s) Exactly as Name(s) Appear(s) on the Restricted Notes. (Please Fill in, if Blank).		Series of Restricted Notes (Please check applicable boxes)	Certificate Number(s)*	Aggregate Principal Amount Represented by Restricted Notes*	Principal Amount Tendered**
		o 6.550% Senior Notes Due 2025
		o 6.500% Senior Notes Due 2027
		Total Principal Amount
*	Need not be completed if Restricted Notes are being transferred by book-entry transfer. Such holders should check the boxes below as appropriate and provide the requested information.
**	Unless otherwise indicated, any tendering holder of Restricted Notes will be deemed to have tendered the entire aggregate principal amount represented by such Restricted Notes. Notes may be tendered and accepted for payment only in principal amounts equal to minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.

o CHECK HERE IF TENDERED RESTRICTED NOTES ARE ENCLOSED HEREWITH.

o CHECK HERE IF TENDERED RESTRICTED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):

Name of Tendering Institution:

Account Number:

Transaction Code Number:

o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Subject to the terms and conditions of the exchange offers, the undersigned hereby tenders to AAM Inc. for exchange the principal amount of Restricted Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Restricted Notes tendered in accordance with this Letter of Transmittal, the undersigned hereby exchanges, assigns and transfers to AAM Inc. all right, title and interest in and to the Restricted Notes tendered for exchange hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent, as its agent, attorney-in-fact and proxy (with full knowledge that the exchange agent also is acting as the agent of AAM Inc. in connection with the exchange offers) with respect to the tendered Restricted Notes with full power of substitution to:

•

deliver such Restricted Notes, or transfer ownership of such Restricted Notes on the account books maintained by DTC, to AAM Inc. and deliver all accompanying evidence of transfer and authenticity, and

•

present such Restricted Notes for transfer on the books of AAM Inc. and receive all benefits and otherwise exercise all rights of beneficial ownership of such Restricted Notes,

all in accordance with the terms of the exchange offers. The power of attorney granted in this paragraph shall be deemed to be irrevocable and coupled with an interest.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Restricted Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of such tendered Restricted Notes, and that AAM Inc. will acquire good and unencumbered title to the Restricted Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are accepted for exchange by AAM Inc..

        The undersigned acknowledge(s) that these exchange offers are being made in reliance upon interpretations contained in no-action letters issued to third parties by the staff of the Securities and Exchange Commission (the "SEC"), including Exxon Capital Holdings Corporation, SEC No-Action Letter (available April 13, 1988), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991), Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) and Brown & Wood LLP, SEC No-Action Letter (available February 7, 1997), that the Exchange Notes issued in exchange for the Restricted Notes pursuant to the exchange offers may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased Restricted Notes exchanged for such Exchange Notes directly from AAM Inc. to resell pursuant to Rule 144A or any other available exemption under the Securities Act or a person that is an "affiliate" of AAM Inc. within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired in the ordinary course of such holders' business and such holders are not participating in, and have no arrangement with any person to participate in, the distribution of such Exchange Notes. The undersigned specifically represent(s) to AAM Inc. that:

•

it is not an affiliate of AAM Inc. within the meaning of Rule 405 of the Securities Act or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

it is not participating, and it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if it is a broker-dealer, it has not entered into any arrangement or understanding with AAM Inc. or any of AAM Inc.'s affiliates to distribute the Exchange Notes;

•

it is acquiring the Exchange Notes in the ordinary course of its business; and

•

it is not acting on behalf of any person or entity that could not truthfully make these representations.

        If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it acknowledges and represents that (i) such outstanding Restricted Notes were acquired by it as a result of market-making activities or other trading activities and (ii) it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned acknowledges that if the undersigned is participating in the exchange offers for the purpose of distributing the Exchange Notes:

•

the undersigned cannot rely on the position of the staff of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction of the Exchange Notes, in which case the registration statement must contain the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC; and

•

failure to comply with such requirements in such instance could result in the undersigned incurring liability for which the undersigned is not indemnified by AAM Inc..

        The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or AAM Inc. to be necessary or desirable to complete the exchange, assignment and transfer of the Restricted Notes tendered hereby, including the transfer of such Restricted Notes on the account books maintained by DTC.

        For purposes of the exchange offers, AAM Inc. shall be deemed to have accepted for exchange validly tendered Restricted Notes when, as and if AAM Inc. gives oral or written notice thereof to the exchange agent. Any tendered Restricted Notes that are not accepted for exchange pursuant to the exchange offers for any reason will be returned, without expense (subject to Instruction 6), to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the expiration date.

        All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns.

        The undersigned acknowledges that the acceptance of properly tendered Restricted Notes by AAM Inc. pursuant to the procedures described under the caption "The Exchange Offers—Procedures for Tendering Restricted Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and AAM Inc. upon the terms and subject to the conditions of the exchange offers.

        Unless otherwise indicated under "Special Issuance Instructions," please issue the Exchange Notes issued in exchange for the Restricted Notes accepted for exchange, and return any Restricted Notes not tendered or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail or deliver the Exchange Notes issued in exchange for

the Restricted Notes accepted for exchange and any Restricted Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Issuance Instructions" and "Special Delivery Instructions" are completed, please issue the Exchange Notes issued in exchange for the Restricted Notes accepted for exchange in the name(s) of, and return any Restricted Notes not tendered or not exchanged to, the person(s) so indicated. The undersigned recognizes that AAM Inc. has no obligation pursuant to the "Special Issuance Instructions" and "Special Delivery Instructions" to transfer any Restricted Notes from the name of the registered holder(s) thereof if AAM Inc. does not accept for exchange any of the Restricted Notes so tendered for exchange.

SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4 and 5)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5)
To be completed ONLY (i) if Restricted Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Restricted Notes accepted for exchange, are to be issued in the name of someone other than the undersigned, or (ii) if Restricted Notes tendered by book-entry transfer that are not exchanged are to be returned by credit to an account maintained at DTC other than the account indicated above.		To be completed ONLY if Restricted Notes in a principal amount not tendered, or Exchange Notes issued in exchange for Restricted Notes accepted for exchange, are to be mailed or delivered to someone other than the undersigned, or to the undersigned at an address other than that shown below the undersigned's signature. Mail or deliver Exchange Notes and/or Restricted Notes to:
Issue Exchange Notes and/or Restricted Notes to:		Name:
			(Please Print or Type)
Name:		Address:
	(Please Print or Type)
Address:
			(Include Zip Code)
	(Include Zip Code)		(Tax Identification or Social Security Number) (See IRS Form W-9 Included Herein)
	(Tax Identification or Social Security Number) (See IRS Form W-9 Included Herein)
o	Credit unexchanged Restricted Notes delivered by book-entry transfer to DTC account number set forth below:
DTC account number:
	(Please Complete IRS Form W-9 Herein, See Instruction 7)

IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT RESTRICTED NOTES
ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Reverse Side)

X:
X:
	(Signature(s) of Registered Holder(s) of Restricted Notes)

Dated:                        , 2017

(The above lines must be signed by the registered holder(s) of Restricted Notes as name(s) appear(s) on the Restricted Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Restricted Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by AAM Inc., submit evidence satisfactory to AAM Inc. of such person's authority so to act. See Instruction 4 regarding the completion of this Letter of Transmittal, printed below.)

Name:
	(Please Type or Print)

Capacity:

Address:
	(Include Zip Code)

Address Code and Telephone Number:

SIGNATURE GUARANTEE
(If Required by Instruction 4)

Certain signatures must be guaranteed by an eligible institution.

Signature(s) guaranteed by an eligible institution:
	(Authorized Signature)
(Title)
(Name of Firm)
(Address, Include Zip Code)
(Area Code and Telephone Number)

Dated:                        , 2017

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

        1.    Delivery of this Letter of Transmittal and Restricted Notes or Book-Entry Confirmations.    All physically delivered Restricted Notes or any confirmation of a book-entry transfer to the exchange agent's account at DTC of Restricted Notes tendered by book-entry transfer (a "book-entry confirmation"), as well as a properly completed and duly executed copy of this Letter of Transmittal (or facsimile hereof) or agent's message (as defined in the Prospectus) in lieu thereof, and any other documents required by this Letter of Transmittal, must be received by the exchange agent at its address set forth herein prior to 11:59 p.m., New York City time, on the expiration date. The method of delivery of the tendered Restricted Notes, this Letter of Transmittal and all other required documents to the exchange agent is at the election and risk of the holder and, except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the exchange agent. Instead of delivery by mail, it is recommended that the holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No Letter of Transmittal or Restricted Notes should be sent to AAM Inc..

        2.    Tender by Holder.    Only a holder of Restricted Notes may tender such Restricted Notes in the exchange offers. Any beneficial owner of Restricted Notes who is not the registered holder and who wishes to tender should arrange with the registered holder to execute and deliver this Letter of Transmittal on his or her behalf or must, prior to completing and executing this Letter of Transmittal and delivering his or her Restricted Notes, either make appropriate arrangements to register ownership of the Restricted Notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder.

        3.    Partial Tenders.    Tenders of Restricted Notes will be accepted only in a minimum denomination of $1,000 and integral multiples of $1,000 in excess thereof. Holders who tender less than all of their Restricted Notes must continue to hold Restricted Notes in the minimum denomination of $1,000. If less than the entire principal amount of any Restricted Notes is tendered, the tendering holder should fill in the principal amount tendered in the third column of the box titled "Description of Restricted Notes Tendered" above. The entire principal amount of Restricted Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Restricted Notes is not tendered, then Restricted Notes for the principal amount of Restricted Notes not tendered and Exchange Notes issued in exchange for any Restricted Notes accepted will be sent to the holder at his or her registered address, unless a different address is provided in the appropriate box on this Letter of Transmittal, promptly after the Restricted Notes are accepted for exchange.

        4.    Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.    If this Letter of Transmittal (or facsimile hereof) is signed by the record holder(s) of the Restricted Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Restricted Notes without alteration, enlargement or any change whatsoever. If this Letter of Transmittal (or facsimile hereof) is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the Restricted Notes.

        If this Letter of Transmittal (or facsimile hereof) is signed by the registered holder or holders of Restricted Notes listed and tendered hereby and the Exchange Notes issued in exchange therefor are to be issued (or any untendered principal amount of Restricted Notes is to be reissued) to the registered holder, the said holder need not and should not endorse any tendered Restricted Notes, nor provide a separate bond power. In any other case, such holder must either properly endorse the Restricted Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal, with the signatures on the endorsement or bond power guaranteed by an eligible institution.

        If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered holder or holders of any Restricted Notes listed, such Restricted Notes must be endorsed or

accompanied by appropriate bond powers, in each case signed as the name of the registered holder (or holders) appears on the Restricted Notes.

        If this Letter of Transmittal (or facsimile hereof) or any Restricted Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by AAM Inc., evidence satisfactory to AAM Inc. of their authority to act must be submitted with this Letter of Transmittal.

        Endorsements on Restricted Notes or signatures on bond powers required by this Instruction 4 must be guaranteed by an eligible institution.

        No signature guarantee is required if:

•

this Letter of Transmittal (or facsimile hereof) is signed by the registered holder(s) of the Restricted Notes tendered herein (or by a participant in DTC whose name appears on a security position listing as the owner of the tendered Restricted Notes) and the Exchange Notes are to be issued directly to such registered holder(s) (or, if signed by a participant in DTC, deposited to such participant's account at DTC) and neither the box entitled "Special Delivery Instructions" nor the box entitled "Special Issuance Instructions" has been completed; or

•

such Restricted Notes are tendered for the account of an eligible institution.

In all other cases, all signatures on this Letter of Transmittal (or facsimile hereof) must be guaranteed by an eligible institution.

        5.    Special Issuance and Delivery Instructions.    Tendering holders should indicate, in the applicable box or boxes, the name and address (or account at the book-entry transfer facility) to which Exchange Notes or substitute Restricted Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

        6.    Transfer Taxes.    AAM Inc. will pay all transfer taxes, if any, applicable to the exchange of Restricted Notes pursuant to the exchange offers. If, however, Exchange Notes or Restricted Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Restricted Notes tendered hereby, or if tendered Restricted Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Restricted Notes pursuant to the exchange offers, then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

        EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE RESTRICTED NOTES LISTED IN THIS LETTER OF TRANSMITTAL.

        7.    Taxpayer Identification Number; Backup Withholding; IRS Form W-9.    U.S. federal income tax laws generally require that a tendering holder provides the exchange agent with such holder's correct Taxpayer Identification Number ("TIN") on IRS Form W-9, Request for Taxpayer Identification Number and Certification, below (the "IRS Form W-9"), which in the case of a holder who is an individual, is his or her social security number. If the tendering holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the exchange agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition, failure to provide the exchange agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the

tendering holder pursuant to the exchange offers at a current rate of 28%. If withholding results in an overpayment of taxes, the holder may obtain a refund from the IRS.

        Exempt holders of the Restricted Notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the enclosed Instructions for the Requester of Form W-9 (the "W-9 Guidelines") for additional instructions.

        To prevent backup withholding, each tendering holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 set forth below, certifying, under penalties of perjury, that (a) such holder is a U.S. person (including a resident alien), (b) the TIN provided is correct (or that such Holder is awaiting a TIN), (c) such holder is not subject to backup witholding because (i) such holder is exempt from backup withholding, or (ii) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified such holder that such holder is no longer subject to backup withholding and (d) the Foreign Account Tax Compliance Act (FATCA) code(s) entered on the IRS Form W-9 (if any) indicating the holder is exempt from FATCA reporting is correct. If a tendering holder has been notified by the IRS that such holder is subject to backup withholding, such holder must cross out item (2) on the Form W-9, unless such holder has since been notified by the IRS that such holder is no longer subject to backup withholding. If the Restricted Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such Holder should consult the W-9 Guidelines for instructions on applying for a TIN, write "Applied For" in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing "Applied For" on the IRS Form W-9 means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the exchange agent within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the exchange agent.

        A tendering holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN or W-8BEN-E, as applicable, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the exchange agent at the address on the face of this Letter of Transmittal.

        FAILURE TO COMPLETE IRS FORM W-9, IRS FORM W-8BEN, IRS Form W-8BEN-E OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFERS.

        8.    Validity of Tenders.    All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Restricted Notes will be determined by AAM Inc. in its sole discretion, which determination will be final and binding. AAM Inc. reserves the absolute right to reject any and all Restricted Notes not properly tendered or any Restricted Notes the acceptance of which would, in the opinion of AAM Inc. or its counsel, be unlawful. AAM Inc. also reserves the absolute right to waive any conditions of the exchange offers or defects or irregularities in tenders as to particular Restricted Notes. The interpretation of the terms and conditions by AAM Inc. of the exchange offers (which includes this Letter of Transmittal and the instructions hereto) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured within such time as AAM Inc. shall determine. Neither AAM Inc., the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities with regard to tenders of Restricted Notes nor shall any of them incur any liability for failure to give such information.

        9.    Waiver of Conditions.    AAM Inc. reserves the absolute right to waive, in whole or in part, any of the conditions to the exchange offers set forth in the Prospectus.

        10.    No Conditional Tender.    No alternative, conditional, irregular or contingent tender of Restricted Notes or transmittal of this Letter of Transmittal will be accepted.

        11.    Mutilated, Lost, Stolen or Destroyed Restricted Notes.    Any holder whose Restricted Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated above for further instructions.

        12.    Requests for Assistance or Additional Copies.    Requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the exchange agent at the address or telephone number set forth on the cover page of this Letter of Transmittal. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offers.

        13.    Withdrawal.    Tenders may be withdrawn only pursuant to the withdrawal rights set forth in the Prospectus under the caption "The Exchange Offers—Withdrawal of Tenders."

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU THEREOF (TOGETHER WITH THE RESTRICTED NOTES DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION DATE.

Form       W-9
(Rev. December 2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
See Specific Instructions on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification; check only one of the following seven boxes: o Individual/sole proprietor or    o C Corporation    o S Corporation    o Partnership    o Trust/estate       single-member LLC		4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > _____		Exempt payee code (if any) _____
Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.		Exemption from FATCA reporting code (if any) _____ (Applies to accounts maintained outside the U.S.)
o Other (see instructions) >
5 Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
6 City, state, and ZIP code
7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

	Social security number
			–	–
or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3.	I am a U.S. citizen or other U.S. person (defined below); and
4.	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

      Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

      By signing the filled-out form, you:

      1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

      2. Certify that you are not subject to backup withholding, or

      3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

      4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

      In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

      If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

      1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

      2. The treaty article addressing the income.

      3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

      4. The type and amount of income that qualifies for the exemption from tax.

      5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

      If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

      You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

      1. You do not furnish your TIN to the requester,

      2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

      3. The IRS tells the requester that you furnished an incorrect TIN,

      4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

      5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

      Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

      Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

      If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

      a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

      b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2.

      c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

      d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

      e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014) Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the "Limited Liability Company" box and in the space provided enter "C" for C corporation or "S" for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the "Limited Liability Company" box; instead check the first box in line 3 "Individual/sole proprietor or single-member LLC."

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

      The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

      1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

      2 – The United States or any of its agencies or instrumentalities

      3 – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities

      5 – A corporation

      6 – A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

      7 – A futures commission merchant registered with the Commodity Futures Trading Commission

      8 – A real estate investment trust

      9 – An entity registered at all times during the tax year under the Investment Company Act of 1940

      10 – A common trust fund operated by a bank under section 584(a)

      11 – A financial institution

      12 – A middleman known in the investment community as a nominee or custodian

      13 – A trust exempt from tax under section 664 or described in section 4947

      The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code.

      A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

      B – The United States or any of its agencies or instrumentalities

      C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

      E – A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

      F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

      G – A real estate investment trust

      H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

      I – A common trust fund as defined in section 584(a)

      J – A bank as defined in section 581

      K – A broker

      L – A trust exempt from tax under section 664 or described in section 4947(a)(1)

      M – A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

      If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

      If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

      If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution:A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

      For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:		Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity4
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

      To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

      If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

      If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

      For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

      Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

      The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

      If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

      Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Instructions for the
Requester of Form W-9
(Rev. December 2014)
Request for Taxpayer Identification Number
and Certification

Section references are to the Internal Revenue Code unless otherwise noted.

Future Developments

For the latest developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/w9.

Reminders

Foreign Account Tax Compliance Act (FATCA). FATCA requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Form W-9 and the Instructions for the Requester of Form W-9 have an Exemptions box on the front of the form that includes entry for the Exempt payee code (if any) and Exemption from FATCA Reporting Code (if any). The references for the appropriate codes are in the Exemptions section of Form W-9, and in the Payees Exempt from Backup Withholding and Payees and Account Holders Exempt From FATCA Reporting sections of these instructions.

    The Certification section in Part II of Form W-9 includes certification relating to FATCA reporting.

Payment card and third party network transactions. References to payments made in settlement of payment card and third party network transactions are included in the Purpose of Form section of Form W-9. For more information, see the Instructions for Form 1099-K, Payment Card and Third Party Network Transactions on IRS.gov. Also, visit www.irs.gov/1099k.

Backup withholding rate.  The backup withholding rate is 28% for reportable payments.

TIN matching e-services.  The IRS website offers TIN Matching e-services for certain payers to validate name and TIN combinations. See Taxpayer Identification Number (TIN) Matching on page 4.

How Do I Know When To Use Form W-9?

Use Form W-9 to request the taxpayer identification number (TIN) of a U.S. person (including a resident alien) and to request certain certifications and claims for exemption. (See Purpose of Form on Form W-9.) Withholding agents may require signed Forms W-9 from U.S. exempt recipients to overcome a presumption of foreign status. For federal purposes, a U.S. person includes but is not limited to:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• Any estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

    A partnership may require a signed Form W-9 from its U.S. partners to overcome a presumption of foreign status and to avoid withholding on the partner's allocable share of the partnership's effectively connected income. For more information, see Regulations section 1.1446-1.

    Advise foreign persons to use the appropriate Form W-8 or Form 8233, Exemption From Withholding on Compensation for Independent (and Certain Dependent) Personal Services of a Nonresident Alien Individual. See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities, for more information and a list of the W-8 forms.

    Also, a nonresident alien individual may, under certain circumstances, claim treaty benefits on scholarships and fellowship grant income. See Pub. 515 or Pub. 519, U.S. Tax Guide for Aliens, for more information.

Electronic Submission of Forms W-9

Requesters may establish a system for payees and payees' agents to submit Forms W-9 electronically, including by fax. A requester is anyone required to file an information return. A payee is anyone required to provide a taxpayer identification number (TIN) to the requester.

Payee's agent.  A payee's agent can be an investment advisor (corporation, partnership, or individual) or an introducing broker. An investment advisor must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisers Act of 1940. The introducing broker is a broker-dealer that is regulated by the SEC and the National Association of Securities Dealers, Inc., and that is not a payer. Except for a broker who acts as a payee's agent for "readily tradable instruments," the advisor or broker must show in writing to the payer that the payee authorized the advisor or broker to transmit the Form W-9 to the payer.

Electronic system.  Generally, the electronic system must:

• Ensure the information received is the information sent, and document all occasions of user access that result in the submission;

• Make reasonably certain that the person accessing the system and submitting the form is the person identified on Form W-9, the investment advisor, or the introducing broker;

• Provide the same information as the paper Form W-9;

• Be able to supply a hard copy of the electronic Form W-9 if the Internal Revenue Service requests it; and

• Require as the final entry in the submission an electronic signature by the payee whose name is on Form W-9 that authenticates and verifies the submission. The electronic signature must be under penalties of perjury and the perjury statement must contain the language of the paper Form W-9.

Cat. No. 20479P

Dec 15, 2014

For Forms W-9 that are not required to be signed, the electronic system need not provide for an electronic signature or a perjury statement.

    For more details, see the following.

• Announcement 98-27, which is on page 30 of Internal Revenue Bulletin 1998-15 at www.irs.gov/pub/irs-irbs/irb98-15.pdf.

• Announcement 2001-91, which is on page 221 of Internal Revenue Bulletin 2001-36 at www.irs.gov/pub/irs-irbs/irb01-36.pdf.

Individual Taxpayer Identification Number (ITIN)

Form W-9 (or an acceptable substitute) is used by persons required to file information returns with the IRS to get the payee's (or other person's) correct name and TIN. For individuals, the TIN is generally a social security number (SSN).

    However, in some cases, individuals who become U.S. resident aliens for tax purposes are not eligible to obtain an SSN. This includes certain resident aliens who must receive information returns but who cannot obtain an SSN.

    These individuals must apply for an ITIN on Form W-7, Application for IRS Individual Taxpayer Identification Number, unless they have an application pending for an SSN. Individuals who have an ITIN must provide it on Form W-9.

Substitute Form W-9

You may develop and use your own Form W-9 (a substitute Form W-9) if its content is substantially similar to the official IRS Form W-9 and it satisfies certain certification requirements.

    You may incorporate a substitute Form W-9 into other business forms you customarily use, such as account signature cards. However, the certifications on the substitute Form W-9 must clearly state (as shown on the official Form W-9) that under penalties of perjury:

    1.  The payee's TIN is correct,

    2.  The payee is not subject to backup withholding due to failure to report interest and dividend income,

    3.  The payee is a U.S. person, and

    4.  The FATCA code entered on this form (if any) indicating that the payee is exempt from FATCA reporting is correct.

    You may provide certification instructions on a substitute Form W-9 in a manner similar to the official form. If you are not collecting a FATCA exemption code by omitting that field from the substitute Form W-9 (see Payees and Account Holders Exempt From FATCA Reporting, later), you may notify the payee that item 4 does not apply.

    You may not:

    1.  Use a substitute Form W-9 that requires the payee, by signing, to agree to provisions unrelated to the required certifications, or

    2.  Imply that a payee may be subject to backup withholding unless the payee agrees to provisions on the substitute form that are unrelated to the required certifications.

    A substitute Form W-9 that contains a separate signature line just for the certifications satisfies the requirement that the certifications be clearly stated.

    If a single signature line is used for the required certifications and other provisions, the certifications must be highlighted, boxed, printed in bold-face type, or presented in some other manner that causes the language to stand out from all other information contained on the substitute form. Additionally, the following statement must be presented to stand out in the same manner as described above and must appear immediately above the single signature line:

    "The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding."

    If you use a substitute form, you are required to provide the Form W-9 instructions to the payee only if he or she requests them. However, if the IRS has notified the payee that backup withholding applies, then you must instruct the payee to strike out the language in the certification that relates to underreporting. This instruction can be given orally or in writing. See item 2 of the Certification on Form W-9. You can replace "defined below" with "defined in the instructions" in item 3 of the Certification on Form W-9 when the instructions will not be provided to the payee except upon request. For more information, see Rev. Proc. 83-89,1983-2 C.B. 613; amplified by Rev. Proc. 96-26, which is on page 22 of Internal Revenue Bulletin 1996-8 at www.irs.gov/pub/irs-irbs/irb96-08.pdf.

TIN Applied for

For interest and dividend payments and certain payments with respect to readily tradable instruments, the payee may return a properly completed, signed Form W-9 to you with "Applied For" written in Part I. This is an "awaiting-TIN" certificate. The payee has 60 calendar days, from the date you receive this certificate, to provide a TIN. If you do not receive the payee's TIN at that time, you must begin backup withholding on payments.

Reserve rule.  You must backup withhold on any reportable payments made during the 60-day period if a payee withdraws more than $500 at one time, unless the payee reserves an amount equal to the current year's backup withholding rate on all reportable payments made to the account.

Alternative rule.  You may also elect to backup withhold during this 60-day period, after a 7-day grace period, under one of the two alternative rules discussed below.

    Option 1. Backup withhold on any reportable payments if the payee makes a withdrawal from the account after the close of 7 business days after you receive the awaiting-TIN certificate. Treat as reportable payments all cash withdrawals in an amount up to the reportable payments made from the day after you receive the awaiting-TIN certificate to the day of withdrawal.

    Option 2. Backup withhold on any reportable payments made to the payee's account, regardless of whether the payee makes any withdrawals, beginning no later than 7 business days after you receive the awaiting-TIN certificate.

	The 60-day exemption from backup withholding does not apply to any payment other than interest, dividends, and certain payments relating to readily
tradable instruments. Any other reportable payment, such as nonemployee compensation, is subject to backup

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Instr. for Req. of Form W-9 (Rev. 12-2014)

withholding immediately, even if the payee has applied for and is awaiting a TIN.

Even if the payee gives you an awaiting-TIN certificate, you must backup withhold on reportable interest and dividend payments if the payee does not certify, under penalties of perjury, that the payee is not subject to backup withholding.

If you do not collect backup withholding from affected payees as required, you may become liable for any uncollected amount.

Payees Exempt From Backup Withholding

The following payees are exempt from backup withholding with respect to the payments below, and should enter the corresponding exempt payee code on Form W-9. If a payee is not exempt, you are required to backup withhold on reportable payments if the payee does not provide a TIN in the manner required or sign the certification, if required.

    1.  An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2);

    2.  The United States or any of its agencies or instrumentalities;

    3.  A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities;

    4.  A foreign government or any of its political subdivisions, agencies, or instrumentalities; or

    5.  A corporation;

    6.  A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession;

    7.  A futures commission merchant registered with the Commodity Futures Trading Commission;

    8.  A real estate investment trust;

    9.  An entity registered at all times during the tax year under the Investment Company Act of 1940;

    10.  A common trust fund operated by a bank under section 584(a);

    11.  A financial institution;

    12.  A middleman known in the investment community as a nominee or custodian; or

    13.  A trust exempt from tax under section 664 or described in section 4947.

    The following types of payments are exempt from backup withholding as indicated for payees listed in 1 through 13, above.

Interest and dividend payments.  All listed payees are exempt except the payee in item 7.

Broker transactions.  All payees listed in items 1 through 4 and 6 through 11 are exempt. Also, C corporations are exempt. A person registered under the Investment Advisers Act of 1940 who regularly acts as a broker is also exempt.

Barter exchange transactions and patronage dividends.  Only payees listed in items 1 through 4 are exempt.

Payments reportable under sections 6041 and 6041A.  Payees listed in items 1 through 5 are generally exempt.

    However, the following payments made to a corporation and reportable on Form 1099-MISC, Miscellaneous Income, are not exempt from backup withholding.

• Medical and health care payments.

• Attorneys' fees (also gross proceeds paid to an attorney, reportable under section 6045(f)).

• Payments for services paid by a federal executive agency. (See Rev. Rul. 2003-66, which is on page 1115 of Internal Revenue Bulletin 2003-26 at www.irs.gov/pub/irs-irbs/irb03-26.pdf.)

Payments made in settlement of payment card or third party network transactions.  Only payees listed in items 1 through 4 are exempt.

Payments Exempt From Backup Withholding

Payments that are not subject to information reporting also are not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A, 6050N, and 6050W and their regulations. The following payments are generally exempt from backup withholding.

Dividends and patronage dividends

• Payments to nonresident aliens subject to withholding under section 1441.

• Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

• Payments of patronage dividends not paid in money.

• Payments made by certain foreign organizations.

• Section 404(k) distributions made by an ESOP.

Interest payments

• Payments of interest on obligations issued by individuals. However, if you pay $600 or more of interest in the course of your trade or business to a payee, you must report the payment. Backup withholding applies to the reportable payment if the payee has not provided a TIN or has provided an incorrect TIN.

• Payments described in section 6049(b)(5) to nonresident aliens.

• Payments on tax-free covenant bonds under section 1451.

• Payments made by certain foreign organizations.

• Mortgage or student loan interest paid to you.

Other types of payment

• Wages.

• Distributions from a pension, annuity, profit-sharing or stock bonus plan, any IRA, an owner-employee plan, or other deferred compensation plan.

• Distributions from a medical or health savings account and long-term care benefits.

• Certain surrenders of life insurance contracts.

• Distribution from qualified tuition programs or Coverdell ESAs.

• Gambling winnings if regular gambling winnings withholding is required under section 3402(q). However, if regular gambling winnings withholding is not required under section 3402(q), backup withholding applies if the payee fails to furnish a TIN.

• Real estate transactions reportable undersection 6045(e).

• Cancelled debts reportable under section 6050P.

-3-

Instr. for Req. of Form W-9 (Rev. 12-2014)

• Fish purchases for cash reportable under section 6050R.

Payees and Account Holders Exempt From FATCA Reporting

Reporting under chapter 4 (FATCA) with respect to U.S. persons generally applies only to foreign financial institutions (FFI) (including a branch of a U.S. financial institution that is treated as an FFI under an applicable intergovernmental agreement (IGA)). Thus, for example, a U.S. financial institution maintaining an account in the United States does not need to collect an exemption code for FATCA reporting. If you are providing a Form W-9, you may pre-populate the FATCA exemption code with "Not Applicable," "N/A," or a similar indication that an exemption from FATCA reporting does not apply. Any payee that provides such a form, however, cannot be treated as exempt from FATCA reporting. For details on the FATCA reporting requirements, including specific information regarding which financial institutions are required to report, see sections 1471 to 1474 and related regulations. See Regulations section 1.1471-3(d)(2) for when an FFI may rely on documentary evidence to treat a U.S. person as other than a specified U.S. person and see Regulations section 1.1471-3(f)(3) for when an FFI may presume a U.S. person as other than a specified U.S. person.

    If you receive a Form W-9 with a FATCA exemption code and you know or have reason to know the person is a specified U.S. person, you may not rely on the Form W-9 to treat the person as exempt from FATCA reporting. However, you may still rely on an otherwise completed Form W-9 to treat a person as a specified U.S. person. An exemption from FATCA reporting (or lack thereof) does not affect backup withholding as described earlier in these instructions. The following are not specified U.S. persons and are thus exempt from FATCA reporting:

    A. An organization exempt from tax under section 501(a), or any individual retirement plan as defined in section 7701(a)(37);

    B. The United States or any of its agencies or instrumentalities;

    C. A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions, agencies, or instrumentalities;

    D. A corporation the stock of which is regularly traded on one or more established securities markets, as described in Reg, section 1.1472-1(c)(1)(i);

    E. A corporation that is a member of the same expanded affiliated group as a corporation described in Reg. section 1.1472-1(c)(1)(i);

    F.  A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any State;

    G. A real estate investment trust;

    H. A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940;

    I.   A common trust fund as defined in section 584(a);

    J.  A bank as defined in section 581;

    K. A broker;

    L.  A trust exempt from tax under section 664 or described in section 4947; or

    M. A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Joint Foreign Payees

If the first payee listed on an account gives you a Form W-8 or a similar statement signed under penalties of perjury, backup withholding applies unless:

    1.  Every joint payee provides the statement regarding foreign status, or

    2.  Any one of the joint payees who has not established foreign status gives you a TIN.

    If any one of the joint payees who has not established foreign status gives you a TIN, use that number for purposes of backup withholding and information reporting.

    For more information on foreign payees, see the Instructions for the Requester of Forms W-8BEN, W-8ECI, W-8EXP, and W-8IMY.

Names and TINs To Use for Information Reporting

Show the full name and address as provided on Form W-9 on the information return filed with the IRS and on the copy furnished to the payee. If you made payments to more than one payee or the account is in more than one name, enter on the first name line of the information return only the name of the payee whose TIN is shown on Form W-9. You may show the names of any other individual payees in the area below the first name line on the information return. Forms W-9 showing an ITIN must have the name exactly as shown on line 1a of the Form W-7 application.

For more information on the names and TINs to use for information reporting, see section J of the General Instructions for Certain Information Returns.

Notices From the IRS

The IRS will send you a notice if the payee's name and TIN on the information return you filed do not match the IRS's records. (See Taxpayer Identification Number (TIN) Matching.) You may have to send a "B" notice to the payee to solicit another TIN. Pub. 1281, Backup Withholding for Missing and Incorrect Name/TIN(s), contains copies of the two types of "B" notices.

Taxpayer Identification Number (TIN) Matching

TIN Matching allows a payer or authorized agent who is required to file Forms 1099-B, DIV, INT, K, MISC, OID, and/or PATR to match TIN and name combinations with IRS records before submitting the forms to the IRS. TIN Matching is one of the e-services products that is offered and is accessible through the IRS website. Go to IRS.gov and enter e-services in the search box. It is anticipated that payers who validate the TIN and name combinations before filing information returns will receive fewer backup withholding (CP2100) notices and penalty notices.

Additional Information

For more information on backup withholding, see Pub. 1281.

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Instr. for Req. of Form W-9 (Rev. 12-2014)

        Questions and requests for assistance may be directed to the information agent and exchange agent at its address and telephone number set forth below. Additional copies of the Prospectus, this Letter of Transmittal or other materials related to the exchange offers may be obtained from the information agent and exchange agent or from brokers, dealers, commercial banks or trust companies.

The information agent and exchange agent for the exchange offers is:

U. S. Bank National Association

By Mail or in Person
U. S. Bank National Association
535 Griswold Street, Suite 550
Detroit, Michigan 48226
Attention: James Kowalski

By Email or Facsimile Transmission (for Eligible Institutions Only)
Email: james.kowalski@usbank.com
Facsimile: (313) 963-9428

For Information and to Confirm by Telephone
(313) 234-4716

QuickLinks

Exhibit 99.1

SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
SIGNATURE GUARANTEE (If Required by Instruction 4)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

EX-99.2

Exhibit 99.2

American Axle & Manufacturing, Inc.

OFFERS TO EXCHANGE
$700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025
FOR
REGISTERED 6.250% SENIOR NOTES DUE 2025

AND

$500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027
FOR
REGISTERED 6.500% SENIOR NOTES DUE 2027

PURSUANT TO THE PROSPECTUS
DATED                    , 2017

THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 p.m., NEW YORK CITY TIME, ON                , 2017 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS IN THE EXCHANGE OFFERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 11:59 p.m., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Registered Holders and Depository Trust Company Participants:

        We are enclosing herewith the material listed below relating to the offers by American Axle & Manufacturing, Inc., a Delaware corporation ("AAM Inc."), to exchange all of its issued and outstanding 6.250% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of its outstanding 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of registered 6.500% Senior Notes due 2027 (the "2027 Exchange Notes"), upon the terms and subject to the conditions set forth in the prospectus, dated                    , 2017 (the "Prospectus"), and the related Letter of Transmittal (which together constitute the "exchange offers"). The 2025 Restricted Notes and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes." The 2025 Exchange Notes and the 2027 Exchange Notes are collectively referred to as the "Exchange Notes." All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate.

        Enclosed herewith are copies of the following documents:

        1.     Prospectus, dated                    , 2017;

        2.     Letter of Transmittal (together with accompanying IRS Form W-9 and related Guidelines);

        3.     Letter that may be sent to your clients for whose account you hold Restricted Notes in your name or in the name of your nominee; and

        4.     Letter that may be sent from your clients to you with such clients' instruction with regard to the exchange offers (included in item 3 above).

        We urge you to contact your clients promptly. Please note that the exchange offers will expire on the Expiration Date unless extended. The exchange offers are not conditioned upon any minimum number of Restricted Notes being tendered.

        Pursuant to the Letter of Transmittal, each holder of Restricted Notes will represent to AAM Inc. that:

•

it is not an affiliate of AAM Inc. within the meaning of Rule 405 of the Securities Act or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

it is not participating, and it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if it is a broker-dealer, it has not entered into any arrangement or understanding with AAM Inc. or any of AAM Inc.'s affiliates to distribute the Exchange Notes;

•

it is acquiring the Exchange Notes in the ordinary course of its business; and

•

it is not acting on behalf of any person or entity that could not truthfully make these representations.

        If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers.

        If the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes.

        The enclosed Letter to Clients contains an authorization by the beneficial owners of the Restricted Notes for you to make the foregoing representations.

        AAM Inc. will not pay any fee or commission to any broker or dealer or to any other persons (other than the exchange agent) in connection with the solicitation of tenders of Restricted Notes pursuant to the exchange offers. AAM Inc. will pay or cause to be paid any transfer taxes payable on the transfer of Restricted Notes to it, except as otherwise provided in Instruction 6 of the enclosed Letter of Transmittal.

        Additional copies of the enclosed materials may be obtained from the information agent and exchange agent by calling U.S. Bank National Association at (313) 234-4716.

Very truly yours,

American Axle & Manufacturing, Inc.

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EX-99.3

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Exhibit 99.3

American Axle & Manufacturing, Inc.

OFFERS TO EXCHANGE
$700,000,000 OUTSTANDING 6.250% SENIOR NOTES DUE 2025
FOR
REGISTERED 6.250% SENIOR NOTES DUE 2025

AND

$500,000,000 OUTSTANDING 6.500% SENIOR NOTES DUE 2027
FOR
REGISTERED 6.500% SENIOR NOTES DUE 2027

PURSUANT TO THE PROSPECTUS
DATED                , 2017

THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON                        , 2017 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS IN THE EXCHANGE OFFERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Our Clients:

        We are enclosing a prospectus, dated                , 2017 (the "Prospectus") of American Axle & Manufacturing, Inc., a Delaware corporation ("AAM Inc."), and a related Letter of Transmittal (which together constitute the "exchange offers") relating to the offers by AAM Inc. to exchange all of its issued and outstanding 6.250% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of its outstanding 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of registered 6.500% Senior Notes due 2027 (the "2027 Exchange Notes"), respectively, pursuant to a registration statement of which the Prospectus is a part, upon the terms and subject to the conditions set forth in the exchange offers. The 2025 Restricted Notes and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes." The 2025 Exchange Notes and the 2027 Exchange Notes are collectively referred to as the "Exchange Notes." All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate.

        The exchange offers are not conditioned upon any minimum number of Restricted Notes being tendered.

        We are the holder of record of Restricted Notes held by us for your account. A tender of such Restricted Notes can be made only by us as the record holder and pursuant to your instructions. The enclosed Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Restricted Notes held by us for your account.

        We request instructions as to whether you wish to tender any or all of the Restricted Notes held by us for your account pursuant to the terms and conditions of the exchange offers. We also request that you confirm that we may on your behalf make the representations and warranties contained in the Letter of Transmittal.

PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.

INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DEPOSITORY TRUST COMPANY PARTICIPANT

To Registered Holder and/or Participant of The Depository Trust Company:

        The undersigned hereby acknowledges receipt of the prospectus, dated                , 2017 (the "Prospectus") of AAM Inc. Inc., a Delaware corporation ("AAM Inc."), and the accompanying Letter of Transmittal, that together constitute the offers by AAM Inc. (the "exchange offers") to exchange all of its issued and outstanding 6.250% Senior Notes due 2025 (the "2025 Restricted Notes") for an equivalent principal amount of registered 6.250% Senior Notes due 2025 (the "2025 Exchange Notes"), and all of its outstanding 6.500% Senior Notes due 2027 (the "2027 Restricted Notes") for an equivalent principal amount of registered 6.500% Senior Notes due 2027 (the "2027 Exchange Notes"), respectively, pursuant to a registration statement of which the Prospectus is a part, upon the terms and subject to the conditions set forth in the exchange offers. Certain terms used but not defined herein have the meanings ascribed to them in the Prospectus. The 2025 Restricted Notes and the 2027 Restricted Notes are collectively referred to as the "Restricted Notes." The 2027 Exchange Notes and the 2027 Exchange Notes are collectively referred to as the "Exchange Notes." All references to the Exchange Notes and Restricted Notes include references to the related guarantees, as appropriate.

        This will instruct you, the registered holder and/or participant of The Depository Trust Company, as to the action to be taken by you relating to the exchange offers with respect to the Restricted Notes held by you for the account of the undersigned.

        The aggregate face amount of the Restricted Notes held by you for the account of the undersigned is (fill in amount):

$                    of the 6.250% Senior Notes due 2025.

$                    of the 6.500% Senior Notes due 2027.

        With respect to the exchange offers, the undersigned hereby instructs you (check all applicable boxes):

o

To TENDER the following Restricted Notes held by you for the account of the undersigned (insert principal amount of Restricted Notes to be tendered (if any)):



o

$                    of the 6.250% Senior Notes due 2025.



o

$                    of the 6.500% Senior Notes due 2025.



o

NOT to TENDER any Restricted Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Restricted Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that:

•

it is not an affiliate of AAM Inc. within the meaning of Rule 405 of the Securities Act or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable;

•

it is not participating, and it has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes in violation of the provisions of the Securities Act;

•

if it is a broker-dealer, it has not entered into any arrangement or understanding with AAM Inc. or any of AAM Inc.'s affiliates to distribute the Exchange Notes;

1

•

it is acquiring the Exchange Notes in the ordinary course of its business; and

•

it is not acting on behalf of any person or entity that could not truthfully make these representations.

        If the exchange offeree is a broker-dealer holding Restricted Notes acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Restricted Notes pursuant to the exchange offers.

        If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes.

SIGN HERE

Name(s) of beneficial owner(s):
Signature(s):
Name(s):

(Please Print)

Address(es):
Telephone Number(s):
Taxpayer Identification or Social Security Number(s):
Date:

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INSTRUCTIONS TO REGISTERED HOLDER AND/OR DEPOSITORY TRUST COMPANY PARTICIPANT
SIGN HERE